BACKING EXCEPTIONAL FOUNDERS TO BUILD THE CONSUMER BRANDS OF THE FUTURE

About

Pembroke VCT plc is a venture capital trust that provides investors with access to a private equity style investment strategy with significant tax benefits. As part of the Oakley Capital group of companies, we are committed to helping management teams realise their vision, utilising our extensive network and experience. From start-ups to more mature businesses we invest in founders and management teams we have confidence in, across industries we believe have exciting growth prospects.

In turn these entrepreneurs often seek the financial advice and operational and strategic expertise that our team can provide. We only invest in companies where we can add value over and above simply providing capital, and where we are confident our resources and experience can be most instrumental in their growth. We are hands-on investors, providing a supportive framework and access to unparalleled talent across our Board, Management Team and Advisors.

People focused:

We invest in talented and motivated management teams that we have confidence in.

Business Model:

We want to see an innovative and validated business model.

We look for companies that are capable of significant organic growth and capital appreciation over the next five years.

We like to see a core offline product offering (tech start-ups are assessed by PROfounders another venture capital fund associated with the Oakley Capital group).

Sectors:

We invest in businesses with a consumer focus that we believe to have strong brand potential.

We focus on the health and fitness, apparel and accessories, media and hospitality sectors.

In order to be eligible for Pembroke investment, businesses must be UK registered and meet VCT investment requirements; please see here for further information.

For more information on becoming an Investor in Pembroke VCT please visit the Investors section of the website.

As part of the Oakley Capital group we have an extensive deal flow and we are sought out by some of the UK’s most promising entrepreneurs. Collectively, our Board, Management Team and Advisors have extensive experience of running businesses in the industries we focus on, and the Oakley Capital infrastructure provides key resources and support.

Meet the Team

Andrew Wolfson

Andrew Wolfson is Pembroke’s Managing Director and is responsible for executing the firm’s strategy, leading the investment team, deal origination and supporting portfolio companies. Andrew sits on the board of a number of Pembroke’s investments. Prior to becoming Managing Director of Pembroke, Andrew worked with a number Oakley’s small company portfolio companies including KX, Tom Aikens and James Perse. Before joining Oakley, Andrew ran a number of businesses working across a breadth of sectors from hospitality to manufacturing and telecoms. Andrew is also a director of Benesco Charity Limited, and a trustee of The Charles Wolfson Charitable Trust.

Amjid Zaman

Amjid joined Pembroke as Chief Operating Officer in December 2017, and has held operational and investment led responsibilities within Oakley Capital’s private equity fund where he was Managing Director for 9 years. Amjid’s diverse career includes CFO of tech start up Humyo.com, Group Financial Controller for Pipex Communications Plc and has led the restructure and buy and build strategies of 2e2 Datacentres and Broadstone respectively.

Simon Porter

Simon joined Pembroke Ventures in 2017. Prior to joining he was an Associate at Oakley Advisory Limited, a leading mid-market TMT corporate advisory firm. He began his career as an equity analyst at Nils Taube Investments LLP, a boutique investment manager. Simon graduated with a Ph.D. in Mechanical Engineering from the University of Bristol in 2009.

William Goodwin

Will founded his own business in 2010 in the environmental sanitation space and successfully sold it in 2012. Following this he moved to London and trained as a Chartered Accountant with Beever & Struthers in London where he worked with a range of clients from owner managed businesses to large housing associations on a mixture of audit, tax and accounts preparation.

He then moved to Anthemis Group as group financial controller to help streamline and improve their finance team. Whilst there he oversaw all group accounting functions with oversight of outsourced administrators for several of the groups fund entity’s.

Will joined Pembroke in September 2017 to oversee the portfolio management. He is responsible for monitoring the performance of Pembroke’s investments whilst helping them to achieve there goals through helping them using Pembroke’s resources and network where we can.

Will has a master’s in Civil Engineering from the University of Bristol and an ACA Chartered Accountant.

Tamara Warren

Tamara joined Pembroke VCT in 2014 having graduated from Oxford Brookes University in July 2012 with Upper Second Class Honours in Business and Marketing Management.
In October 2016 she passed the certificate in Investor Relations (CIR), the internationally recognised qualification for the Investor Relations profession.

Peter Dubens

Peter Dubens is the founder of Oakley and its associated group of businesses, a privately owned asset management and advisory group which now comprises private equity, asset management, venture capital, corporate finance and capital introduction operations, managing over US$0.8 billion of discretionary capital.

Peter has, over the last 27 years, managed the acquisition, restructuring and consolidation of public and private companies, including the formation of two public companies, namely of 365 Media Group plc and Pipex Communications plc. The 365 Media Group consolidated 12 businesses within the online sports information and betting industry and Pipex Communications plc consolidated 14 businesses within the telecoms and internet industries. 365 Media was sold for over £102 million to BSkyB and the main operating divisions of Pipex were sold for £370 million.

Peter is Managing Partner of Oakley and will focus on deal origination in relation to the Company.

Jonathan Djanogly

Non-Executive Chairman

Jonathan Djanogly is a (non-practising) solicitor and was, for over ten years, a corporate partner at City law firm SJ Berwin LLP. He specialised in mergers and acquisitions, private equity and joint ventures as well as fund raising on public markets. Jonathan has been a Member of Parliament for over 12 years.

Laurence Blackall

Independent Non-Executive Director

Laurence Blackall has had a 30 year career in the information, media and communication industries. He pioneered electronic publishing at Frost & Sullivan and then McGraw Hill where he was a vice-president. He went on to found AIM listed Internet Technology Group plc in 1995 and successfully negotiated its sale in 2000 for a consideration of approximately £150 million.

Portfolio

Plenish

ALL

Plenish is the leading cold pressed juice company in the UK, offering 100% raw (unpasteurised) and cold-pressed juice. The company offers cleanses (meal replacement), and juices alongside probiotic WATER+ containing 1 billion bioactive cultures proven to aid digestion and long life nut milks made with just three simple ingredients.
The brand is currently stocked at a number of premium retailers including Harvey Nichols, Liberty, Ocado, The Natural Kitchen, Daylesford Organic, Selfridges, and Planet Organic.

BoomCycle

ALL

Boom Cycle is an indoor spin cycling studio offering high intensity workouts, with various exercises classes for both upper and lower body shaping. The purpose built studio combines pumping music, with an intensive all-body work out, conducted by a fitness instructor. The business currently has four locations with studios in Holborn, Battersea, Hammersmith & The Curtain.

Chucs Restaurant & Cafe

ALL

Chucs Raestaurant and Cafe, has two restaurants, situated on Dover Street in Mayfair and Westbourne Grove, reflecting the same style and branding of the Chucs retail brand. The restaurant serves food and drinks all day, offering an Italian Transatlantic menu of classic favourites (e.g veal Milanese, Taglioni cacioe pepe, a house Cobb salad and pizza Bianca with truffles) delivered with the highest quality service.

Dilly & Wolf

ALL

Dilly & Wolf, founded in 2013, is a new premium snack brand. The company produces tasty and nourishing food using globally inspired recipes with high quality ingredients like kabuki and fava beans and quinoa. The products are currently stock in a number of premium retailers including Selfridges, Daylesford Organic, and Natural Kitchen.

KX Gym

ALL

KX Gym founded in 2002 is a private members gym, spa and restaurant located in Chelsea, London. KX offers its members a holistic and integrated approach to health and wellbeing. The club is continuously updated to ensure it is at the forefront of the industry providing its members with the most advanced facilities and staff who are the leading authorities within their fields.

Chilango

ALL

Chilango is a fast-casual Mexican restaurant chain concept based on successful US business models. Chilango uses the very best, fresh quality ingredients, with every mouthful delivering a stampede of Mexican flavours. There are currently 11 Restaurants in London.

Sourced Market

ALL

Sourced Market, launched in 2007, is a retail, café and restaurant concept that offers a curated selection of locally sourced fresh produce replicating the products and ambience found at a farmers market. Sourced Market works with a number of independent producers providing a curated selection of locally sourced fresh artisan produce such as ready-made meals, pies, salads, food platters as well as a wine and craft beer selection. Sourced Market currently has four locations in London, one in Kings Cross, Barbican, Marylebone, and Victoria.

Kat Maconie

ALL

Kat Maconie, founded in 2008, designs and manufactures ladies shoes which are sold online, in leading department stores in the UK and over 18 countries globally. The range consists of flats, heels, boots and wedges and focuses on a younger demographic.

Bella Freud

ALL

Bella Freud is an acclaimed British fashion designer, known for her eccentrically chic and classically English designs. Her signature knitwear gained a cult following among some of the world’s most stylish celebrities and fashion icons. Currently her products are stocked in a number of UK retailers (e.g. Net-a-Porter, Harrods, Harvey Nichols and Matches), Europe, Asia and the USA, and are also available from her e-commerce website.

Blaze

ALL

Blaze endeavour to inspire more people to enjoy life on a bike. They design products to tackle the bumps in the way of safe and happy cycling. They talk to the community and experts in order to solve real problems with simple, intelligent products, using innovative technology. Because more people on bikes mean safer roads for all of us. Blaze pledge to keep listening to this ever-growing cycling community to flatten their obstacles, or jump on new technological opportunities. The flagship product is the Blaze Laserlight. This world’s first and patented bike laserlight projects an image five to six meters on the ground ahead of you to let people know that you’re coming. It tackles the number one cause of accidents with bikes: the blindspot.

Chucs

ALL

Chucs is a luxury brand for men and women focusing on outdoor wear. The product range consists of swimwear, t-shirts, polos and technical sportswear. The brand aims to “add a touch of old world glamour, style and elegance to leisure wear,” utilising the finest materials and manufacturing of the highest quality. Chucs currently sells at their retail store on Dover Street in Mayfair, London and through their e-commerce platform.

Bella Freud Parfum

ALL

On continuing success of her fashion brand, Bella Freud in cooperation with perfumer Azzi Glasser, has launched a series of fragrances with three scents blending modernity and heritage, including Je t’aime Jane, Ginsberg is God and the 1970.

Troubadour

ALL

Troubadour Goods is London based luxury men’s accessories brand specialising in superior handcrafted leather goods. Their approach combines the craftsmanship of top fashion houses with a more functional design and understated, modern aesthetic for men. Troubadour features a line of leather pieces ranging from a wallet to a weekend bag. The products are currently available at the brand’s e-commerce website and selected retailers including Harrods, Harvey Nichols, Oki-ni and Autograph.

STILLKING

ALL

Stillking Films is a prolific producer of commercials, TV series, feature films and music videos. The company has created commercials for almost all Dow Jones and FTSE advertisers. They have co-produced a number of successful feature films, including Casino Royale, Narnia, Mission Impossible 4 and The Bourne Identity and created music videos for artists including Beyonce, Kanye West, Blur, Madonna and One Direction.

Second Home

ALL

Second Home offers flexible and modern office space for fast-growing technology firms and creative businesses. Combining architectural design with first class amenities, Second Home provides users with a unique and impressive office environment in which to locate their business for short, medium and long-term. Second Home buildings feature creative retail and café facilities as well as event spaces that host cutting-edge talks and cultural activates enhancing the networking and community culture.

Rated People

ALL

Rated People, founded in 2005, is the UK’s #1 online market place for homeowners to find tradesman for home improvement jobs. The platform has c.24,000 tradesmen over the UK for which over 380,000 ratings have been provided by homeowners who have used them.

Me + Em

ALL

ME+EM is a contemporary British label that offers understated, accessible and beautifully crafted clothes that fulfil the fashion needs of a modern woman’s lifestyle. ME+EM products are sold direct to the consumer predominately through their e-commerce site, via brochures, or through their retail stores on Connaught Street and Ledbury Road.

Five Guys

Five Guys

Five Guys

ALL

Hospitality

Five Guys is a restaurant chain that serves a range of handmade burgers cooked on a grill along with fresh-cut fries. All burgers are hand made on site using fresh locally sourced beef, and cooked to order. The business currently has 44 sites.

Bel-Air

ALL

Founded in 2014, Bel-Air Inc is a Californian-inspired cafe offering distinctive fresh meats, fish and salads to the premium London breakfast and lunchtime dining market. Its mission is to deliver delicious, fresh nutritious whole foods. There are currently 2 sites, one in Shoreditch and a second in Central London.

Wishi

ALL

Wishi is an innovative fashion technology business that brings together a community of personal stylists and online wardrobe management functionality to help fully exploit an individual’s current wardrobe and provide new clothing suggestions personalised to their look.

Unbolted

ALL

Unbolted is a peer-to-peer lending platform that provides innovative secured financing solutions to individuals and small businesses in the United Kingdom, while offering its lenders a high rate of return on loans backed by liquid collateral. The business provides cost-effective and flexible short-term financing on short timescales against a wide range of collateral that are neglected by mainstream lenders.

Alexa Chung

ALL

Alexa Chung’s eponymous brand ALEXACHUNG was launched in May 2017. The assortment of daywear, eveningwear, shoes and jewellery is complimented by a collection of permanents, described as ‘daily luxuries’. Anticipating a core value of the brand, ALEXACHUNG simply takes as its starting point ‘Clothes people want to wear’; infusing basics with creative new insight, and a playful sense of subversion, whilst maintaining the perfect balance between masculinity and femininity.

KXU

ALL

From the expert team behind KX, leaders in luxury fitness, KXU is the ultimate next generation, fitness destination. London’s first pay-as-you go fitness concept to combine all 3 principles of fitness; Strength, Stretch and Cardio with supportive spa therapies and nutrition all under one ultra-sleek roof.

Heist Tights

ALL

Based in a Studio in North London, Heist believe intelligent bodywear design comes from understanding what the body can do, not what it looks like.
Heist tights are knitted and hand finished in a small town in Northern Italy, they combine a seamless design with an innovative waistband and an incomparable yarn.

Latest News

Issue of Equity 9th March 2018

Pembroke VCT plc (the “Company”)
Issue of B Ordinary Shares of 1p each (“B Ordinary Shares”) pursuant to an Offer for Subscription of up to £20 million of B Ordinary Shares (the “Offer”)
On 9 March 2018...

Issue of Equity 9th March 2018

Pembroke VCT plc (the “Company”)

Issue of B Ordinary Shares of 1p each (“B Ordinary Shares”) pursuant to an Offer for Subscription of up to £20 million of B Ordinary Shares (the “Offer”)

On 9 March 2018, 1,320,979 B Ordinary Shares (the “Shares”) were allotted pursuant to the Offer. In accordance with the terms and conditions of the Offer, the offer prices at which the Shares were allotted were calculated by reference to the unaudited net asset value of a B Ordinary Share in the Company as at 31 December 2017 being 101.33p per B Ordinary Share. The offer prices at which the Shares were issued and allotted ranged from 103.03p to 108.51p per B Ordinary Share.

Following this allotment, the Company’s issued share capital is as follows:

Therefore, the total number of voting rights in the Company is 44,710,409. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change of interest in, the Company under the FCA’s Disclosure and Transparency Rules.

Application for the Shares to be admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange’s main market for listed securities will be made shortly and dealings are expected to commence on or around 16 March 2018. CREST accounts are expected to be credited as soon as practicable following the allotment and definitive documents of title are expected to be dispatched within ten business days of allotment.

Summary

Publish Date

09/03/18

Company Name

Pembroke VCT

Net Asset Value per Share

Pembroke VCT plc (the “Company”)
Net Asset Value per Share
The Company announces that the unaudited net asset values per share as at 31 December 2017 are 111.05p per Ordinary Share and 101.33p per B Ord...

Extension of Early Application Deadline

11 January 2018

Pembroke VCT plc

Extension of Early Application Deadline

The Company is raising up to £20 million by way of an offer for subscription for B Ordinary Shares in the Company (the “Offer”). Full details of the Offer are contained in a prospectus issued by the Company on 1 December 2017 (the “Prospectus”).

In accordance with the terms and conditions of the Offer, the directors of the Company in consultation with the Joint Promoters and Manager have agreed to extend the deadline for Early Applications, which offer a 1% discount to the promoter fee for all subscribers, to 5.00 p.m. on 2 February 2018.

Copies of the Prospectus are available, free of charge, from Tamara Warren at Oakley Investment Managers LLP (020 7766 2836).

Results of General Meeting

At a General Meeting of Pembroke VCT plc (the “Company”) held on Monday 8 January 2018 at 11.00am, the following resolutions were duly passed:

Ordinary Resolutions

1. THAT, in addition to any existing authorities, in accordance with section 551 of the Companies Act 2006 (the “Act”), the Directors be generally and unconditionally authorised to exercise all the powers of the Company to allot and grant rights to
subscribe for or to convert any security into:
a. B ordinary shares of 1p each in the capital of the Company (“B Ordinary Shares”) up to an aggregate nominal amount of £300,000 in connection with offer(s) for subscription;
b. ordinary shares of 1p each in the capital of the Company (“Ordinary Shares”) for cash up to an aggregate nominal amount representing 20% of the issued Ordinary Share capital from time to time;
c. B Ordinary Shares in the capital of the Company for cash and otherwise than pursuant to sub-paragraph a. above, up to an aggregate nominal amount representing 20% of the issued B Ordinary Share capital from time to time; and

THAT, in connection with the use of the authority, the Directors may pay commission(s) including in the form of fully or partly paid shares in accordance with article 9 of the Articles; and provided that this authority shall, unless renewed, extended, varied or revoked by the Company, expire on 7 April 2019 save that the Company may, before such expiry, make offers or agreements which would or might require Ordinary Shares or B Ordinary Shares to be allotted and the Directors may allot Ordinary Shares or B Ordinary Shares in pursuance of such offers or agreements notwithstanding that the authority conferred by this resolution has expired.

Special Resolutions

2. THAT, in accordance with section 570(1) of the Act, the Directors be and are hereby given power to allot or make offers or agreements to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authorities conferred by Resolution 1 above as if section 561 of the Act did not apply to any such allotment, and so that:
a. reference to the allotment in this resolution shall be construed with section 560 of the Act, and
b. the power conferred by this resolution shall enable the Company to make offers or agreements before the expiry of the said power which would or might require equity securities to be allotted after the expiry of the said power and the Directors may allot equity securities in pursuance of such offers or agreements notwithstanding the expiry of such power.

3. THAT, subject to the approval of the High Court of Justice, the amount standing to the credit of the share premium account of the Company, at the date the court order is made confirming such cancellation, be and is hereby cancelled.

Proxy votes cast were as follows:

Resolution For Against Vote
Withheld
1 To authorise the allotment and issue of further B Ordinary Shares and Ordinary Shares. 368,884 nil nil
2 To disapply pre-emption rights in relation to the above allotments and issues. 359,550 9,334 nil
3 To cancel the share premium account. 368,884 nil nil

Publication of Prospectus and Circular

Publication of Prospectus and Circular

1 December 2017

Pembroke VCT plc

Publication of Prospectus and Circular

Pembroke VCT plc (the “Company”) has today published a prospectus (the “Prospectus”) in relation to the offer for subscription of up to £20 million of B Ordinary Shares of 1p each in the capital of the Company with an over-allotment facility for up to a further £10 million of B Ordinary Shares (the “Offer”).

The Company has also today published a circular (the “Circular”) convening a shareholder general meeting (the “General Meeting”) to be held at 3 Cadogan Gate, London SW1X 0AS at 11.00am on 8 January 2018 at which resolutions will be put to Shareholders to approve the issue of further shares in the Company (under the Offer and otherwise) and the cancellation of the share premium account of the Company.

Copies of the Circular and Prospectus are available from Tamara Warren at Oakley Investment Managers LLP (020 7766 2836).

Subject to shareholder approval at the General Meeting, the offer of further B Ordinary Shares is expected to become unconditional with effect from 8 January 2018 (the date of the General Meeting) and will close not later than 12.00pm on 5 April 2018 in respect of the 2017/2018 Offer and not later than 5.00pm on 29 June 2018 in respect of the 2018/2019 Offer, or as soon as the Offer is fully subscribed. The closing date of the Offer, and the deadline for receipt of applications for the final allotment with respect to the 2018/19 Offer, may be extended by the Directors at their absolute discretion to a date no later than 30 November 2018.

Application has been made for the admission of the further B Ordinary Shares to be issued under the Offer to listing on the premium section of the UKLA’s Official List and to trading on the main market of the London Stock Exchange. It is expected that new B Ordinary Shares will be issued throughout the period of the Offer until it closes.

Pursuant to an offer agreement dated 1 December 2017 relating to the Offer between, among others, the Company and Oakley Capital Limited (“Oakley”), Oakley, as co-promoter of the Offer, will receive a commission of up to 5.5% of accepted applications. As Oakley is an associate of one of the directors of the Company and, therefore, a related party of the Company under the Listing Rules, the payment of such commission by the Company to Oakley is a transaction to which Listing Rule 11.1.10R applies.

Pursuant to a Deed of Variation dated 1 December 2017 the terms of the Investment Management Agreement with the Company’s investment manager, Oakley Investment Managers LLP (“OIM”) was varied so as to provide for a revised definition of Annual Running Costs. OIM, as the Company’s investment manager, is a related party of the Company under the Listing Rules and, accordingly, this is a transaction to which Listing Rule 11.1.10R applies.

The B Ordinary Share class was launched in October 2014, and to date the Company has invested £14 million from its B Ordinary Share pool in 27 companies (of which 26 remain active investments).

A copy of the Prospectus is available, free of charge, from the registered office of the Company at 3 Cadogan Gate, London, SW1X 0AS.

Copies of the Prospectus and the Circular will be submitted to the National Storage Mechanism and will shortly be available for viewing online at the following website:

Summary

More News

Voting Rights & Capital

Pembroke VCT plc (the “Company”)

Voting Rights & Capital

In accordance with Disclosure Guidance and Transparency Rule 5.6.1, the Company would like to notify the market of the following:
As at 31 October 2017, Pembroke VCT plc’s capital consists of 18,095,005 Ordinary Shares with voting rights and 25,387,368 B Ordinary Shares with voting rights. The Company does not hold any shares in Treasury.
Therefore, the total number of voting rights in Pembroke VCT plc is 43,482,373.
The above figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change of interest in, Pembroke VCT plc under the FCA’s Disclosure and Transparency Rules.

Summary

Issue of Ordinary & B Ordinary Shares 26th October 17

Pembroke VCT plc (the “Company”)

Issue of Ordinary and B Ordinary Shares of 1p each
pursuant to the Dividend Investment Scheme

The Company announces that on 26 October 2017 it allotted 1,832 Ordinary Shares at a price of 111.31p per Ordinary Share and 40,630 B Ordinary Shares at a price of 101.30p per B Ordinary Share (the ‘Shares’) to certain shareholders under the Company’s Dividend Investment scheme.

Following this allotment, the Company’s issued share capital is as follows:

Therefore, the total number of voting rights in the Company is 43,482,373. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change of interest in, the Company under the FCA’s Disclosure and Transparency Rules.

Application for the Shares to be admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange’s main market for listed securities will be made shortly and dealings are expected to commence on or around 3 November 2017. CREST accounts are expected to be credited as soon as practicable following the allotment and definitive documents of title are expected to be dispatched within ten business days of allotment.

Summary

New Share Offer

19 September 2017

Pembroke VCT plc

New share offer

The board of directors of Pembroke VCT plc (the “Company”) is pleased to announce a new offer for subscription of B Ordinary Shares of up to £20 million, with an over-allotment facility of up to £10 million. It is expected that the new share offer will be available for subscription from November 2017.

The Company has raised approximately £42.8 million (net of costs) since its inaugural offer for subscription in February 2013. As at 30 June 2017, the Company had invested £27.3 million in a diverse portfolio of 26 investments with £15.0 million from the Ordinary Share class and £12.2 million in the B Ordinary Share class.

The B Ordinary Shares are an existing class of share which at 30 June 2017 had an unaudited net asset value of 103.30 pence per share (prior to payment of a final dividend of 2 pence per share to be paid on 26 October 2017).

The new offer will provide investors with immediate access to an existing portfolio of assets in the B Ordinary Share class including high growth opportunities such as Plenish, Sourced Market and Alexa Chung. The Company has also begun the process of realising value from its investments, offering investors the potential to benefit from any sales and reinvestment within the B Ordinary Share portfolio.

Pembroke’s focus on providing development capital to promising growth opportunities allows investors access to an effective investment strategy centred on a carefully selected portfolio of apparel, leisure, hospitality and technology investments, while allowing them to benefit from the tax benefits available to investors in venture capital trusts.

Summary

7th September AGM Resolutions Passed

At the Annual General Meeting of Pembroke VCT plc (the “Company”) held on Thursday 7 September 2017 at 9.30am, the following resolutions were duly passed:

Ordinary Resolutions

1. To receive the Directors’ and the Independent Auditor’s Reports and the Company’s financial statements for the year ended 31 March 2017.

2. To approve final dividends of 2 pence per Ordinary share and 2 pence per B Ordinary share in respect of the year ended 31 March 2017 with a payment date of 26 October 2017 and a record date of 22 September 2017.

3. To approve the Directors’ Remuneration Policy.

4. To receive and approve the Directors’ Remuneration Report for the year ended 31 March 2017.

5. To re-appoint Grant Thornton UK LLP as auditors of the Company to hold office until the conclusion of the next annual general meeting at which accounts are laid before the Company.

6. To authorise the Directors to fix the remuneration of the auditor.

7. To re-elect Peter Dubens as a Director of the Company.

8. To re-elect Jonathan Djanogly as a Director of the Company.

9. To re-elect Laurence Blackall as a Director of the Company.

10. That, in accordance with article 147 of the Company’s Articles of Association and in addition to existing authorities, the Directors of the Company be and hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the “Act”) to exercise all the powers of the Company to allot and issue Ordinary and B Ordinary shares pursuant to the terms and conditions of the dividend investment scheme adopted by the Company on 3 December 2015 and in connection with any dividend declared or paid in the period commencing on the date of this Resolution 10 and ending on the date of the next AGM or the date falling 15 months after the date of the passing of this resolution:
a. Ordinary shares of 1 pence each in the capital of the Company (“Ordinary Shares”) up to an aggregate nominal amount representing 10% of the issued Ordinary Share capital from time to time (approximately 1,809,317 Ordinary shares); and
b. B Ordinary shares of 1 pence each in the capital of the Company (“B Ordinary Shares”) up to an aggregate nominal amount representing 10% of the issued B Ordinary Share capital from time to time (approximately 2,534,673 B Ordinary shares).

Special Resolutions

11. That, in accordance with section 570(1) of the Act, the Directors be and are hereby given power to allot or make offer or agreements to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authorities conferred by
resolution 10 above as if section 561 of the Act did not apply to any such allotment, and so that:
a. Reference to the allotment in this resolution shall be construed with section 560 of the Act; and
b. The power conferred by this resolution shall enable the Company to make offers or agreements before the expiry of said power which would or might require equity securities to be allotted after the expiry of the said power and the Directors may allot equity securities of such offers or agreements notwithstanding the expiry of such power.

12. That the Company be and is hereby generally and unconditionally authorised within the meaning of Section 701 of the Act to make market purchases of Ordinary and B Ordinary Shares of 1 pence each in the capital of the Company (“Ordinary and B Ordinary Shares”) provided that:
(i) the maximum number of Ordinary and B Ordinary Shares hereby authorised to be purchased is an amount equal to 14.99% of the issued Ordinary and 14.99% of the issued B Ordinary Share capital of the Company from time to time;
(ii) the minimum price which may be paid for an Ordinary or B Ordinary Share is 1 pence per share, the nominal amount thereof;
(iii) the maximum price which may be paid for an Ordinary or B Ordinary Share is an amount equal to 105% of the average of the middle market prices shown in the quotations for an Ordinary or B Ordinary Share as applicable in The London Stock Exchange Daily Official List for the five business days immediately preceding the day on which that share is purchased;
(iv) the authority hereby conferred shall (unless previously renewed or revoked) expire on the earlier of the annual general meeting of the Company to be held in 2018 and the date which is 15 months after the date on which this resolution is passed; and
(v) the Company may make a contract or contracts to purchase its own Ordinary or B Ordinary Shares under this authority before the expiry of the authority which will or may be executed wholly or partly after the expiry of the authority, and may make a purchase of its own Ordinary or B Ordinary Shares in pursuance of any such contract or contracts as if the authority conferred hereby had not expired.

Proxy votes cast were as follows:

Resolution For Against Vote
Withheld
1 To receive the Directors’ Report and Financial Statements together with the Independent Auditor’s Report 5,760,103 0 0
2 To approve a final dividend of 2p per Ordinary share and 2p per B Ordinary share 5,760,103 0 0
3 To approve the Directors’ Remuneration Policy 5,730,299 6,468 23,336
4 To receive and approve the Directors’ Remuneration Report 5,741,383 0 9,386
5 To re-appoint Grant Thornton UK LLP as auditors 5,746,101 9,386 4,616
6 To authorise the Directors to fix the remuneration of the auditors 5,760,103 0 0
7 To re-elect Peter Dubens as a Director of the Company 5,739,633 15,854 4,616
8 To re-elect Jonathan Djanogly as a Director of the Company 5,733,071 22,416 4,616
9 To re-elect Laurence Blackall as a Director of the Company 5,749,019 6,468 4,616
10 To authorise the Directors to allot shares 5,726,642 19,124 14,337
11 To renew the Directors’ authority to disapply pre-emption rights 5,556,411 179,288 24,404
12 To authorise the Directors to buy back shares 5,672,384 68,211 19,508

Summary

Quarterly Report June 2017

8 September 2017

PEMBROKEVCTPLC

Quarterly Report
for the period from 1 April to 30 June 2017

Pembroke VCT plc (the “Company”) presents its quarterly report for the period from 1 April to 30 June 2017.

• £0.7 million invested in the quarter to 30 June 2017
• Total investments of £28.8 million to date, including £1.5m in investments which have been exited
• Interim dividend of 1p per Ordinary Share and 1p per B Ordinary Share paid on 7 June 2017

This quarterly report contains information that covers the period up to the date of its publication.

Performance

The unaudited net asset value of the Company at 30 June 2017 was £46.0 million, up from £36.4 million (audited) at 31 March 2017, reflecting additional subscriptions to the Company in the period less the payment of the interim dividend and other movements in the reserves of the Company. The net asset value was £20.5 million in respect of the Ordinary Share class and £25.5 million in respect of the B Ordinary Share class, and equates to an unaudited net asset value per share of 113.31 pence for the Ordinary Share class and 103.30 pence for the B Ordinary Share class.

In total, an additional £0.7 million was invested in the quarter in follow-on investments. All investments were made by the B Ordinary Share class.

Investments are held at fair value. During the quarter to 30 June 2017, the value of Zenos cars was increased from £nil to £45,000 to reflect amounts recovered from administration. There were no other changes made to the assessment of fair values of investments in the portfolio.

Investments made in the period

In the quarter ended 30 June 2017, the Company invested a total of £0.7 million in follow-on investments in 2 portfolio companies to support their continued growth: £0.3 million was invested in the form of equity to Alexa Chung and £0.4 million was in the form of a loan to Sourced Market.

Investments made post-period end

Between the end of the period and the date of this announcement, £1.1 million has been invested in 2 follow-on investments within the portfolio and 1 new investment. The follow on investments were £0.2 million in the form of equity to Plenish and £0.2 million in the form of a convertible loan to Boom Cycle. The new investment was an £0.7 million equity investment in Carousel Ventures Limited, the holding company for Heist Studios, an innovative maker of premium hosiery.

B Ordinary Share Offer

The Company’s B Ordinary Share Offer closed on 30 June 2017 having raised a total of £13.9m.

About the Company

Pembroke VCT plc (the “Company”) is a generalist VCT focused on early stage investments in the leisure and luxury brands sectors. The Company invests in a diversified portfolio of small, principally unquoted companies, and selects those which Oakley Investment Managers LLP believes provide the opportunity for value appreciation.

The Company is not aware of any significant event or transaction which has occurred between 1 April 2017 and 7 September 2017 which has had a material effect on the financial position of the Company and has not been detailed above.

Summary

Voting Rights & Capital 31st July 2017

Pembroke VCT plc (the “Company”)

Voting Rights & Capital

In accordance with Disclosure Guidance and Transparency Rule 5.6.1, the Company would like to notify the market of the following:
As at 31 July 2017, Pembroke VCT plc’s capital consists of 18,093,173 Ordinary Shares with voting rights and 25,346,738 B Ordinary Shares with voting rights. The Company does not hold any shares in Treasury.
Therefore, the total number of voting rights in Pembroke VCT plc is 43,439,911.
The above figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change of interest in, Pembroke VCT plc under the FCA’s Disclosure and Transparency Rules.

Summary

Dividend Declaration

Pembroke VCT plc (the “Company”)

Dividend Declaration

The board of the Company is pleased to announce that a resolution is included in the Notice of Annual General Meeting (“AGM”) for shareholder approval of a proposed final dividend of 2p per Ordinary share and 2p per B Ordinary share to be paid on 26 October 2017. If the dividend is approved by shareholders at the AGM, the ex-dividend date for both share classes will be 21 September 2017 and the record date for payment will be 22 September 2017.

The last date for receipt of elections in respect of the Dividend Investment Scheme is 11 October 2017.

Summary

Issue of Equity 6th July 2017

Pembroke VCT plc (the “Company”)

Issue of B Ordinary Shares of 1p each (“B Ordinary Shares”) pursuant to an Offer for Subscription of up to £15 million of B Ordinary Shares (the “Offer”)

On 6 July 2017, 636,569 B Ordinary Shares (the “Shares”) were allotted pursuant to the Offer. In accordance with the terms and conditions of the Offer, the offer prices at which the Shares were allotted were calculated by reference to the unaudited net asset value of a B Ordinary Share in the Company as at 31 December 2016 (as announced in the Quarterly Report of the Company released on 1 February 2017), being 107.13p per B Ordinary Share, adjusted for the dividend paid on 7 June 2017. The offer prices at which the Shares were issued and allotted ranged from 106.38p to 111.73p per B Ordinary Share.

Following this allotment, the Company’s issued share capital is as follows:

Therefore, the total number of voting rights in the Company is 43,439,911. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change of interest in, the Company under the FCA’s Disclosure and Transparency Rules.

Application for the Shares to be admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange’s main market for listed securities will be made shortly and dealings are expected to commence on or around 10 July 2017. CREST accounts are expected to be credited as soon as practicable following the allotment and definitive documents of title are expected to be dispatched within ten business days of allotment.

Following this allotment, the total amount raised pursuant to the Offer is £13.9m. The Company confirms that the Offer is now closed to new applications.

Summary

Voting Rights & Capital 30th June 17

Pembroke VCT plc (the “Company”)

Voting Rights & Capital

In accordance with Disclosure Guidance and Transparency Rule 5.6.1, the Company would like to notify the market of the following:

As at 30 June 2017, Pembroke VCT plc’s capital consists of 18,093,173 Ordinary Shares with voting rights and 24,710,169 B Ordinary Shares with voting rights. The Company does not hold any shares in Treasury.

Therefore, the total number of voting rights in Pembroke VCT plc is 42,803,342.

The above figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change of interest in, Pembroke VCT plc under the FCA’s Disclosure and Transparency Rules.

Summary

Issue of Equity 17th June 2017

Pembroke VCT plc (the “Company”)

Issue of Ordinary and B Ordinary Shares of 1p each
pursuant to the Dividend Investment Scheme

The Company announces that on 7 June 2017 it allotted 876 Ordinary Shares at a price of 115.38p per Ordinary Share and 18,580 B Ordinary Shares at a price of 106.13p per B Ordinary Share (the ‘Shares’) to certain shareholders under the Company’s Dividend Investment scheme.

Following this allotment, the Company’s issued share capital is as follows:

Therefore, the total number of voting rights in the Company is 42,803,342. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change of interest in, the Company under the FCA’s Disclosure and Transparency Rules.

Application for the Shares to be admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange’s main market for listed securities will be made shortly and dealings are expected to commence on or around 14 June 2017. CREST accounts are expected to be credited as soon as practicable following the allotment and definitive documents of title are expected to be dispatched within ten business days of allotment.

Summary

Voting Rights & Capital

Pembroke VCT plc (the “Company”)

Voting Rights & Capital

In accordance with Disclosure and Transparency Rule 5.6.1, the Company would like to notify the market of the following:
As at 31 May 2017, Pembroke VCT plc’s capital consists of 18,092,297 Ordinary Shares with voting rights and 24,691,589 B Ordinary Shares with voting rights. The Company does not hold any shares in Treasury.
Therefore, the total number of voting rights in Pembroke VCT plc is 42,783,886.
The above figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change of interest in, Pembroke VCT plc under the FCA’s Disclosure and Transparency Rules.

Summary

Issue of Equity 3rd May 2017

Pembroke VCT plc (the “Company”)

Issue of B Ordinary Shares of 1p each (“B Ordinary Shares”) pursuant to an Offer for Subscription of up to £15 million of B Ordinary Shares (the “Offer”)

On 3 May 2017 579,211 B Ordinary Shares (the “Shares”) were allotted pursuant to the Offer. In accordance with the terms and conditions of the Offer, the offer prices at which the Shares were allotted were calculated by reference to the unaudited net asset value of a B Ordinary Share in the Company as at 31 December 2016 (as announced in the Quarterly Report of the Company released on 1 February 2017), being 107.13p per B Ordinary Share. The offer prices at which the Shares were issued and allotted ranged from 107.13p to 112.79p per B Ordinary Share.

Following this allotment, the Company’s issued share capital is as follows:

Therefore, the total number of voting rights in the Company is 42,783,886. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change of interest in, the Company under the FCA’s Disclosure and Transparency Rules.

Application for the Shares to be admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange’s main market for listed securities will be made shortly and dealings are expected to commence on or around 8 May 2017. CREST accounts are expected to be credited as soon as practicable following the allotment and definitive documents of title are expected to be dispatched within ten business days of allotment.

For further information, please contact:

Pembroke VCT plc

+44 20 7766 6900

Peter Dubens

Cornerstone Communications

+44 7917 080 365

Richard Acworth

Oakley Investment Managers LLP (Manager)

+44 20 7766 6900

Andrew Wolfson/Simon Male

The City Partnership (UK) Limited (Company Secretary)

+44 131 510 7465

Doreen Nic

Summary

Pembroke VCT Voting Rights & Capital 30 April 2017

Pembroke VCT plc (the “Company”)

Voting Rights & Capital

In accordance with Disclosure and Transparency Rule 5.6.1, the Company would like to notify the market of the following:
As at 30 April 2017, Pembroke VCT plc’s capital consists of 18,092,297 Ordinary Shares with voting rights and 24,112,378 B Ordinary Shares with voting rights. The Company does not hold any shares in Treasury.
Therefore, the total number of voting rights in Pembroke VCT plc is 42,204,675.
The above figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change of interest in, Pembroke VCT plc under the FCA’s Disclosure and Transparency Rules.

Summary

Extension of Closing Date

Pembroke VCT plc (“the Company”)

Extension of Closing Date in respect of the Offer for Subscription for the 2017/2018 Tax Year

The Company is seeking to raise up to £15 million by way of an offer for subscription for B Ordinary Shares in the Company (“Offer for Subscription”). Full details of the Offer for Subscription are contained in a prospectus issued by the Company on 30 November 2016 (“Prospectus”).

In respect of the Offer for Subscription for the 2017/2018 tax year, in accordance with the terms and conditions of the Offer for Subscription, the directors of the Company have agreed to extend the closing date from 28 April 2017 to 30 June 2017 (or such earlier date as the maximum subscription under the Offer for Subscription is reached).

A copy of the Prospectus is available to the public for viewing online at the National Storage Mechanism at the following web-site address: http://www.morningstar.co.uk/uk/NSM. It can also be viewed on the Company’s website at www.pembrokevct.com.

Summary

Issue of Equity 6th April 2017

Pembroke VCT plc (the “Company”)

Issue of B Ordinary Shares of 1p each (“B Ordinary Shares”) pursuant to an Offer for Subscription of up to £15 million of B Ordinary Shares (the “Offer”)

On 5 April 2017, 8,826,567 B Ordinary Shares (the “Shares”) were allotted pursuant to the Offer. In accordance with the terms and conditions of the Offer, the offer prices at which the Shares were allotted were calculated by reference to the unaudited net asset value of a B Ordinary Share in the Company as at 31 December 2016 (as announced in the Quarterly Report of the Company released on 1 February 2017), being 107.13p per B Ordinary Share. The offer prices at which the Shares were issued and allotted ranged from 107.13p to 119.05p per B Ordinary Share.

The Company also announces that on 5 April 2017 a further 24,591 B Ordinary Shares (the “Further Shares”) were allotted pursuant to the Offer to correct the allotment that took place on 3 February 2017. The offer prices at which these Further Shares were issued and allotted ranged from 107.13p to 111.61p per B Ordinary Share.

Following this allotment, the Company’s issued share capital is as follows:

Therefore, the total number of voting rights in the Company is 42,204,675. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change of interest in, the Company under the FCA’s Disclosure and Transparency Rules.

Application for the Shares and the Further Shares to be admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange’s main market for listed securities will be made shortly and dealings are expected to commence on or around 10 April 2017. CREST accounts are expected to be credited as soon as practicable following the allotment and definitive documents of title are expected to be dispatched within ten business days of allotment.

Summary

Dividend Declaration

Pembroke VCT plc (the “Company”)

Dividend Declaration

The board of the Company is pleased to declare an interim dividend of 1p per Ordinary share and 1p per B Ordinary share to be paid on 7 June 2017. The ex-dividend date for both share classes will be 4 May 2017 and the record date for payment will be 5 May 2017.

The last date for receipt of elections in respect of the Dividend Investment Scheme is 22 May 2017.

For further details about the Company please either visit the Company’s website,
www.pembrokevct.com

Summary

Pembroke VCT Voting Rights & Capital 28 February 2017

Pembroke VCT plc (the “Company”)

Voting Rights & Capital

In accordance with Disclosure and Transparency Rule 5.6.1, the Company would like to notify the market of the following:
As at 28 February 2017, Pembroke VCT plc’s capital consists of 18,092,297 Ordinary Shares with voting rights and 15,261,220 B Ordinary Shares with voting rights. The Company does not hold any shares in Treasury.
Therefore, the total number of voting rights in Pembroke VCT plc is 33,353,517.
The above figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change of interest in, Pembroke VCT plc under the FCA’s Disclosure and Transparency Rules.

Summary

Issue of Equity 6th February 2017

Pembroke VCT plc (the “Company”)

Issue of B Ordinary Shares of 1p each (“B Ordinary Shares”) pursuant to an Offer for Subscription of up to £15 million of B Ordinary Shares (the “Offer”)

On 3 February 2017 2,720,593 B Ordinary Shares (the “Shares”) were allotted pursuant to the Offer. In accordance with the terms and conditions of the Offer, the offer prices at which the Shares were allotted were calculated by reference to the unaudited net asset value of a B Ordinary Share in the Company as at 31 December 2016 (as announced in the Quarterly Report of the Company released on 1 February 2017), being 107.13p per B Ordinary Share. The offer prices at which the Shares were issued and allotted ranged from 107.13p to 111.61p per B Ordinary Share.

Following this allotment, the Company’s issued share capital is as follows:

Therefore, the total number of voting rights in the Company is 33,353,517. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change of interest in, the Company under the FCA’s Disclosure and Transparency Rules.

Application for the Shares to be admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange’s main market for listed securities will be made shortly and dealings are expected to commence on or around 10 February 2017. CREST accounts are expected to be credited as soon as practicable following the allotment and definitive documents of title are expected to be dispatched within ten business days of allotment.

Pembroke VCT Quarterly Report 31 December 2016

Pembroke VCT plc (the “Company”) presents its quarterly report for the period from 1 October to 31 December 2016.

• £2.4 million invested in the quarter to 31 December
• Total investments of £28.3 million to date
• B Ordinary Share offer of up to £15 million open
• Pipeline of new investment opportunities for 2017

This quarterly report contains information that covers the period up to the date of its publication.

Performance

The unaudited net asset value of the Company at 31 December 2016 was £34.5 million, marginally down from £35.4 million (unaudited) at 30 September 2016, reflecting the payment of dividends to shareholders and adjustments to the value of portfolio investments in the period. The net asset value comprised £21.1 million in respect of the Ordinary Share class and £13.4 million in respect of the B Ordinary Share class.

This equates to an unaudited net asset value per share of 116.38 pence for the Ordinary Share class and 107.13 pence for the B Ordinary Share class.

Dividends of £0.2 million in respect of the Ordinary Share class and £0.4 million in respect of the B Ordinary Share class were paid to eligible shareholders on 31 October 2016, equating to 2 pence per share for both share classes.

In total, an additional £2.4 million was invested in the quarter in a mixture of follow-on and new investments. All investments were made by the B Ordinary Share class.

Investments are held at fair value. During the quarter to 31 December 2016, there was one change made to the assessment of fair values of investments in the portfolio, with the write-off of the Company’s equity investment of £0.5 million in Zenos Cars Limited after the company entered administration in January 2017.

Investments made in the period

In the quarter ended 31 December 2016, the Company invested a total of £2.4 million. This comprised £1.1 million in follow-on investments in four portfolio companies to support their continued growth, in addition to investments of an aggregate £0.4 million in two new opportunities in the Media & Technology focus area of the Company:

• Wishi, an innovative fashion technology business that brings together a community of personal stylists and online wardrobe management functionality to help fully exploit an individual’s current wardrobe and provide new clothing suggestions personalised to their look
• Unbolted, a platform for peer-to-peer secured lending, providing short term liquidity to individuals seeking bridging facilities or advance sale loans for personal or small business use

Investments made post-period end

Between the end of the period and the date of this announcement, £0.2 million has been invested in two follow-on investments within the portfolio. Of this £0.1 million is in the form of equity to ME+EM and £0.1 million in the form of loans to La Bottega.

B Ordinary Share Offer

On 30 November 2016 the Company published a prospectus in relation to an offer for subscription of up to £15 million of B Ordinary Shares of 1p each in the capital of the Company with an over-allotment facility for up to a further £10 million of B Ordinary Shares (the “Offer”). The Company confirms the Offer is underway with copies of the prospectus available at the Company’s website as below.

About the Company

Pembroke VCT plc (the “Company”) is a generalist VCT focused on private equity style investments in the leisure and premium consumer brands sectors. The Company seeks to invest in a diversified portfolio of small, principally unquoted companies, selecting those which Oakley Investment Managers LLP believes provide the opportunity for value appreciation.

The Company is not aware of any significant event or transaction which has occurred between 31 December 2016 and 1 February 2017 which has had a material effect on the financial position of the Company and has not been detailed above.

For further details about the Company please either visit the Company’s website,

Summary

Results of General Meeting

At a General Meeting of Pembroke VCT plc (the “Company”) held on Thursday 5 January 2017 at 10.00am, the following resolutions were duly passed:

Ordinary Resolutions

1. THAT, in addition to any existing authorities, in accordance with section 551 of the Companies Act 2006 (the “Act”), the Directors be generally and unconditionally authorised to exercise all the powers of the Company to allot and grant rights to
subscribe for or to convert any security into:
a. B ordinary shares of 1p each in the capital of the Company (“B Ordinary Shares”) up to an aggregate nominal amount of £250,000 in connection with offer(s) for subscription;
b. ordinary shares of 1p each in the capital of the Company (“Ordinary Shares”) for cash up to an aggregate nominal amount representing 10% of the issued Ordinary Share capital from time to time;
c. B Ordinary Shares in the capital of the Company for cash and otherwise than pursuant to sub-paragraph a. above, up to an aggregate nominal amount representing 10% of the issued B Ordinary Share capital from time to time; and

THAT, in connection with the use of the authority, the Directors may pay commission(s) including in the form of fully or partly paid shares in accordance with article 9 of the Articles; and provided that this authority shall, unless renewed, extended, varied or revoked by the Company, expire on 4 April 2018 save that the Company may, before such expiry, make offers or agreements which would or might require Ordinary Shares or B Ordinary Shares to be allotted and the Directors may allot Ordinary Shares or B Ordinary Shares in pursuance of such offers or agreements notwithstanding that the authority conferred by this resolution has expired.

Special Resolutions

2. THAT, in accordance with section 570(1) of the Act, the Directors be and are hereby given power to allot or make offers or agreements to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authorities conferred by resolution 1 above as if section 561 of the Act did not apply to any such allotment, and so that:
a. reference to the allotment in this resolution shall be construed with section 560 of the Act, and
b. the power conferred by this resolution shall enable the Company to make offers or agreements before the expiry of the said power which would or might require equity securities to be allotted after the expiry of the said power and the Directors may allot equity securities in pursuance of such offers or agreements notwithstanding the expiry of such power.

3. THAT, subject to the approval of the High Court of Justice, the amount standing to the credit of the share premium account of the Company, at the date the court order is made confirming such cancellation, be and is hereby cancelled.

Proxy votes cast were as follows:

Resolution For Against Vote
Withheld
1 To authorise the allotment and issue of further B Ordinary Shares and Ordinary Shares. 173,994 nil nil
2 To disapply pre-emption rights in relation to the above allotments and issues. 173,994 nil nil
3 To cancel the share premium account. 173,994 nil nil

Pembroke VCT plc (the “Company”) has today published a prospectus (the “Prospectus”) in relation to the offer for subscription of up to £15 million of B Ordinary Shares of 1p each in the capital of the Company with an over-allotment facility for up to a further £10 million of B Ordinary Shares (the “Offer”).

The Company has also today published a circular (the “Circular”) convening a shareholder general meeting (the “General Meeting”) to be held at 3 Cadogan Gate, London SW1X 0AS at 10.00am on 5 January 2017 at which resolutions will be put to Shareholders to approve the issue of further shares in the Company (under the Offer and otherwise) and the cancellation of the share premium account of the Company.

Copies of the Circular and Prospectus are available from Tamara Warren at Oakley Investment Managers LLP (020 7766 2836).

Subject to shareholder approval at the General Meeting, the offer of further B Ordinary Shares is expected to become unconditional with effect from 5 January 2017 (the date of the General Meeting) and will close not later than 12.00pm on 5 April 2017 in respect of the 2016/2017 Offer and not later than 5.00pm on 28 April 2017 in respect of the 2017/2018 Offer, or as soon as the Offer is fully subscribed. The closing date of the Offer, and the deadline for receipt of applications for the final allotment with respect to the 2017/18 Offer, may be extended by the Directors at their absolute discretion to a date no later than 17 November 2017.

Application has been made for the admission of the further B Ordinary Shares to be issued under the Offer to listing on the premium section of the UKLA’s Official List and to trading on the main market of the London Stock Exchange. It is expected that new B Ordinary Shares will be issued throughout the period of the Offer until it closes.

Pursuant to an offer agreement dated 30 November 2016 relating to the Offer between, among others, the Company and Oakley Capital Limited (“Oakley”), Oakley, as co-promoter of the Offer, will receive a commission of between 5% (where commission is payable to an intermediary) and 2% (in all other cases) of the relevant accepted applications, with reductions to the fee applying in the case of early applications under the Offer (only where no intermediary commission is payable). No commission is, however, payable to Oakley in the case of direct investments of £200,000 made at any time during the Offer. As Oakley is an associate of one of the directors of the Company and, therefore, a related party of the Company under the Listing Rules, the payment of such commission by the Company to Oakley is a transaction to which Listing Rule 11.1.10R applies.

The B Ordinary Share class was launched in October 2014, and to date the Company has invested £7.9 million from its B Ordinary Share pool in 21 companies, of which 19 remain active investments.

A copy of the Prospectus is available, free of charge, from the registered office of the Company.

Copies of the Prospectus and the Circular will be submitted to the National Storage Mechanism and will shortly be available for viewing online at the following website:

Summary

Issue of Equity 31 October 2016

Pembroke VCT plc (the “Company”)

Issue of Ordinary and B Ordinary Shares of 1p each
pursuant to the Dividend Investment Scheme

The Company announces that on 31 October 2016 it allotted 1,095 Ordinary Shares at a price of 109.5p per Ordinary Share and 6,914 B Ordinary Shares at a price of 102.41p per B Ordinary Share (the ‘Shares’) to certain shareholders under the Company’s Dividend Investment scheme.

Following this allotment, the Company’s issued share capital is as follows:

Therefore, the total number of voting rights in the Company is 30,632,924. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change of interest in, the Company under the FCA’s Disclosure and Transparency Rules.

Application for the Shares to be admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange’s main market for listed securities will be made shortly and dealings are expected to commence on or around 8 November 2016. CREST accounts are expected to be credited as soon as practicable following the allotment and definitive documents of title are expected to be dispatched within ten business days of allotment.

Summary

New Share Offer

19 October 2016

Pembroke VCT plc

New share offer

The board of directors of Pembroke VCT plc (the “Company”) is pleased to announce a new offer for subscription of B Ordinary Shares of up to £15 million, with an over-allotment facility of up to £10 million.

The Company has raised approximately £30.9 million (net of costs) since its inaugural offer for subscription in February 2013. As at 30 June 2016, the Company had invested £23.8 million in a diverse portfolio of 25 investments with £15.7 million from the Ordinary Share class and £8.1 million in the B Ordinary Share class.

The B Ordinary Shares are an existing class of share which at 30 June 2016 had an unaudited net asset value of 104.41 pence per share (prior to the payment of a final dividend of 2 pence per share to be paid on 31 October 2016).

The new offer will provide investors with immediate access to an existing portfolio of assets in the B Ordinary Share class which includes high growth opportunities such as Plenish, ME+EM and Second Home. The Company has also begun the process of realising value from its investments, offering investors the potential to benefit from any sales and reinvestment within the B Ordinary Share portfolio. It is expected that the new share offer will be available for subscription from November 2016.

Regulatory changes introduced in November 2015 restrict the types of companies that VCTs can invest in. However, Pembroke’s continued focus on providing development capital to promising growth opportunities rather than management buy-out transactions leaves its strategy unchanged.

Subscription for new B Ordinary Shares in the Company will provide investors with access to an effective investment strategy focused on a carefully selected portfolio of apparel, leisure, hospitality and technology investments, replicating the existing approach of the Company, whilst benefiting from the tax benefits available to investors in VCTs.

Summary

Pembroke VCT Issue of Equity October 2016

Pembroke VCT plc (the “Company”)

Issue of B Ordinary Shares of 1p each (“B Ordinary Shares”) pursuant to an Offer for Subscription of up to 15 million B Ordinary Shares (the “Offer”)

On 14 October 2016 51,622 B Ordinary Shares (the “Shares”) were allotted pursuant to the Offer. In accordance with the terms and conditions of the Offer, the offer price at which the Shares were allotted was calculated by reference to the unaudited net asset value of a B Ordinary Share in the Company as at 30 June 2016 (as announced in the Quarterly Report released on 25 August 2016), being 104.41p per B Ordinary Share. The offer price at which the shares were issued and allotted was 106.54p per B Ordinary Share.

Following this allotment, the Company’s issued share capital is as follows:

Therefore, the total number of voting rights in the Company is 30,624,915. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change of interest in, the Company under the FCA’s Disclosure and Transparency Rules.

Application for the Shares to be admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange’s main market for listed securities will be made shortly and dealings are expected to commence on or around 24 October 2016. CREST accounts are expected to be credited as soon as practicable following the allotment and definitive documents of title are expected to be dispatched within ten business days of allotment.

Following this allotment, the total amount raised pursuant to the Offer is £6,855,150. The Company confirms that the Offer is closed.

Summary

Issue of Equity 30th September 2016

Pembroke VCT plc (the “Company”)

Issue of B Ordinary Shares of 1p each (“B Ordinary Shares”) pursuant to an Offer for Subscription of up to 15 million B Ordinary Shares (the “Offer”)

On 30 September 2016 522,545 B Ordinary Shares (the “Shares”) were allotted pursuant to the Offer. In accordance with the terms and conditions of the Offer, the offer prices at which the Shares were allotted were calculated by reference to the unaudited net asset value of a B Ordinary Share in the Company as at 30 June 2016 (as announced in the Quarterly Report released on 25 August 2016), being 104.41p per B Ordinary Share. The offer prices at which the shares were issued and allotted ranged from 106.54p to 109.93p per B Ordinary Share.

Following this allotment, the Company’s issued share capital is as follows:

Therefore, the total number of voting rights in the Company is 30,573,293. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change of interest in, the Company under the FCA’s Disclosure and Transparency Rules.

Application for the Shares to be admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange’s main market for listed securities will be made shortly and dealings are expected to commence on or around 10 October 2016. CREST accounts are expected to be credited as soon as practicable following the allotment and definitive documents of title are expected to be dispatched within ten business days of allotment.

Summary

Pembroke VCT Voting Rights & Capital 30th September 2016

Pembroke VCT plc (the “Company”)

Voting Rights & Capital

In accordance with Disclosure and Transparency Rule 5.6.1, the Company would like to notify the market of the following:
As at 30 September 2016, Pembroke VCT plc’s capital consists of 18,091,202 Ordinary Shares with voting rights and 12,482,091 B Ordinary Shares with voting rights. The Company does not hold any shares in Treasury.
Therefore, the total number of voting rights in Pembroke VCT plc is 30,573,293.
The above figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change of interest in, Pembroke VCT plc under the FCA’s Disclosure and Transparency Rules.

Summary

Pembroke VCT Dividend Declaration 3rd October 2016

Pembroke VCT plc (the “Company”)

Dividend Declaration

The Company announces that the resolution to approve the dividends of 2p per Ordinary share and 2p per B Ordinary share was passed at the AGM held on 29 September 2016. As previously announced in the annual report and financial statements, the ex-dividend date was 29 September 2016 with an associated record date of 30 September 2016. The dividend will be paid on 31 October 2016.

The last date for receipt of elections in respect of the Dividend Investment Scheme is 17 October 2016.

For further details about the Company please either visit the Company’s website, www.pembrokevct.com

Summary

Results of Annual General Meeting 29th September 2016

At the Annual General Meeting of Pembroke VCT plc (the “Company”) held on Thursday 29 September 2016 at 11.00am, the following resolutions were duly passed.

Ordinary Resolutions

1. To receive the Directors’ and the Independent Auditor’s Reports and the Company’s financial statements for the year ended 31 March 2016.

2. To approve final dividends of 2p per Ordinary share and 2p per B Ordinary share in respect of the year ended 31 March 2016 with a payment date of 31 October 2016 and a record date of 30 September 2016.

3. To receive and approve the Directors’ Remuneration Report for the year ended 31 March 2016.

4. To re-appoint Grant Thornton UK LLP as auditor of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company.

5. To authorise the Directors to fix the remuneration of the auditor.

6. To re-elect Peter Dubens as a Director of the Company.

7. That, the Directors be authorised to offer holders of Shares in the Company the right to receive Shares, credited as fully paid, instead of cash in respect of the whole (or some part as may be determined by the Directors from time to time) of any dividend
declared in the period commencing of the date of this resolution and this power shall expire on the date falling 15 months after the date of the passing of this resolution pursuant to the Company’s dividend investment scheme.

Special Resolution

8. That the Company be and is hereby generally and unconditionally authorised within the meaning of section 701 of the Act to make market purchases of Ordinary and B Ordinary shares of 1p each in the capital of the Company (“Ordinary and B Ordinary shares”) provided that:
(i) the maximum number of Ordinary and B Ordinary shares hereby authorised to be purchased is an amount equal to 14.99% of the issued Ordinary and 14.99% of the issued B Ordinary share capital of the Company from time to time;
(ii) the minimum price which may be paid for an Ordinary or B Ordinary share is 1p per share, the nominal amount thereof;
(iii) the maximum price which may be paid for an Ordinary or B Ordinary share is an amount equal to 105% of the average of the middle market prices shown in the quotations for an Ordinary or B Ordinary share as applicable in The London Stock Exchange Daily Official List for the five business days immediately preceding the day on which that share is purchased;
(iv) the authority hereby conferred shall (unless previously renewed or revoked) expire on the earlier of the annual general meeting of the Company to be held in 2017 and the date which is 15 months after the date on which this resolution is passed; and
(v) the Company may make a contract or contracts to purchase its own Ordinary or B Ordinary shares under this authority before the expiry of the authority which will or may be executed wholly or partly after the expiry of the authority, and may make a purchase of its own Ordinary or B Ordinary shares in pursuance of any such contract or contracts as if the authority conferred hereby had not expired.

Proxy votes cast were as follows:

Resolution For Against Vote
Withheld
1 To receive and approve the Directors’ Report and Financial Statements together with the Independent Auditor’s Report 6,713,864 0 5,000
2 To approve a final dividend of 2p per Ordinary share and 2p per B Ordinary share in respect of the year ended 31 March 2016 with a payment date of 31 October 2016 and a record date of 30 September 2016 6,718,864 0 0
3 To receive and approve the Director’s Remuneration Report 6,213,864 500,000 5,000
4 To re-appoint Grant Thornton UK LLP as auditor 6,713,864 0 5,000
5 To authorise the Directors to fix the remuneration of the auditor 6,213,864 500,000 5,000
6 To re-elect Peter Dubens as a Director of the Company 6,713,864 0 5,000
7 To authorise the Directors to offer shareholders the right to receive shares instead of cash for dividends 6,215,912 502,952 0
8 To authorise the Directors to buy back shares 6,193,798 525,066 0

Summary

Extension of offer

Extension of Closing Date in respect of the Offer for Subscription for the 2016/2017 Tax Year

The Company is seeking to raise up to £15 million by way of an offer for subscription for B Ordinary Shares in the Company (“Offer for Subscription”). Full details of the Offer for Subscription are contained in a prospectus issued by the Company on 29 October 2015 (“Prospectus”) and the supplementary prospectus issued by the Company on 20 September 2016 (“Supplementary Prospectus”).

In respect of the Offer for Subscription for the 2016/2017 tax year, in accordance with the terms and conditions of the Offer for Subscription, the directors of the Company have agreed to extend the final closing date from 30 September 2016 to 14 October 2016 (or such earlier date as the maximum subscription under the Offer for Subscription is reached). Valid applications for subscription will be accepted until 5pm on the final closing date.

Copies of the Prospectus and the Supplementary Prospectus are available to the public for viewing online at the National Storage Mechanism at the following web-site address: http://www.morningstar.co.uk/uk/NSM. They can also be viewed on the Company’s website at www.pembrokevct.com.

Summary

Issue of Supplementary Prospectus

Pembroke VCT plc
Issue of Supplementary Prospectus
20 September 2016

Pembroke plc (the “Company”) announces that it has published a supplementary prospectus on 20 September 2016 (the “Supplementary Prospectus”) in respect of the offer for subscription that was launched on 29 October 2015 for B ordinary shares of 1p each in the Company (“B Shares”) to raise up to £15 million (plus an over-allotment facility to issue up to a further £10 million of B Shares) (the “Offer”).
The Supplementary Prospectus refers to the publication of the annual report and accounts of the Company for the period ended 31 March 2016.
The Supplementary Prospectus has been approved by the UK Listing Authority and will shortly be available to view at the online viewing facility of the National Storage Mechanism at the following website address: http://www.morningstar.co.uk/uk/NSM.
Copies of the prospectus (containing details of the Offer) and the Supplementary Prospectus are available, free of charge from the Company’s registered office, 3 Cadogan Gate, London SW1X 0AS and at www.pembrokevct.com.

Summary

Quarterly Report 30 June 2016

25 August 2016

PEMBROKEVCTPLC

Quarterly Report
for the period from 1 April to 30 June 2016

Pembroke VCT plc (the “Company”) presents its quarterly report for the period from 1 April to 30 June 2016.

• £2.0 million invested in the quarter to 30 June
• Total investments of £21.8 million to date
• B Ordinary Share offer of up to £15 million remains open
• Current subscribers remain eligible for final dividend

This quarterly report contains information that covers the period up to the date of its publication.

Performance

The net asset value of the Company at 30 June 2016 was £31.9 million, up from £28.7 million at 31 March 2016, reflecting additional subscriptions to the Company in the period. The net asset value was £20.2 million in respect of the Ordinary Share class and £11.7 million in respect of the B Ordinary Share class.

This equates to a net asset value per share of 111.50 pence for the Ordinary Share class and 104.41 pence for the B Ordinary Share class.

In total, an additional £2.0 million was invested in the quarter in a mixture of follow-on and new investments. All investments were made by the B Ordinary Share class.

Investments are held at fair value. During the quarter to 30 June 2016, there were no changes made to the assessment of fair values of investments in the portfolio.

Investments made in the period

In the quarter ended 30 June 2016, the Company invested a total of £2.0 million. This comprised £1.6 million in follow-on investments in nine portfolio companies to support their continued growth, in addition to investments of an aggregate £0.4 million in two exciting opportunities in the premium lunchtime dining and accessible fashion spaces:

• Bel-Air Inc., a Californian-styled café offering distinctive fresh meats, fish and salads to the premium London lunchtime market, incorporating innovative technology to enhance the customer satisfaction and retention
• Alexa Chung, the iconic model and designer has founded her own fashion label to be named Alpha Charlie. It will offer accessible luxury womenswear and already boasts a substantial pre-collection order book. Its first collection is expected to launch in early 2017

Investments made post-period end

Between the end of the period and the date of this announcement, £1.7 million has been invested in six follow-on investments within the portfolio. Of this £0.7 million is in the form of equity (to Second Home, Penfield and Alpha Charlie) and £0.9 million in the form of loans (Five Guys, Bella Freud Parfum and ME+EM).

B Ordinary Share Offer

On 29 October 2015 the Company published a prospectus in relation to an offer for subscription of up to £15 million of B Ordinary Shares of 1p each in the capital of the Company with an over-allotment facility for up to a further £10 million of B Ordinary Shares (the “Offer”).

Following an announcement on 26 April 2016 the closing date for the Offer was extended to 30 September 2016.

The Company confirms that subscribers to the current Offer will be eligible for receipt of the proposed final dividend for the year ending 31 March 2016 of 2 pence per B Ordinary Share upon receipt by the Registrars of completed subscriptions by 10am on 30 September 2016, provided the proposed dividend is approved at the Company’s annual general meeting to be held on 29 September 2016. Copies of the Offer document are available at the Company’s website as below.

About the Company

Pembroke VCT plc (the “Company”) is a generalist VCT focused on private equity style investments in the leisure and premium brands sectors. The Company seeks to invest in a diversified portfolio of small, principally unquoted companies, selecting those which Oakley Investment Managers LLP believes provide the opportunity for value appreciation.

The Company is not aware of any significant event or transaction which has occurred between 1 April 2016 and 25 August 2016 which has had a material effect on the financial position of the Company and has not been detailed above.

For further details about the Company please either visit the Company’s website,

Summary

Pembroke VCT Issue of Equity

Pembroke VCT plc (the “Company”)

Issue of B Ordinary Shares of 1p each (“B Ordinary Shares”) pursuant to an Offer for Subscription of up to 15 million B Ordinary Shares (the “Offer”)

On 4 August 2016 757,913 B Ordinary Shares (the “Shares”) were allotted pursuant to the Offer. In accordance with the terms and conditions of the Offer, the offer prices at which the Shares were allotted were calculated by reference to the audited net asset value of a B Ordinary Share in the Company as at 31 March 2016 (as announced in the Annual Financial Report released on 1 August 2016), being 105.44p per B Ordinary Share. The offer prices at which the shares were issued and allotted ranged from 105.44p to 108.70p per B Ordinary Share.

Following this allotment, the Company’s issued share capital is as follows:

Therefore, the total number of voting rights in the Company is 30,050,748. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change of interest in, the Company under the FCA’s Disclosure and Transparency Rules.

Application for the Shares to be admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange’s main market for listed securities will be made shortly and dealings are expected to commence on or around 10 August 2016. CREST accounts are expected to be credited as soon as practicable following the allotment and definitive documents of title are expected to be dispatched within ten business days of allotment.

Summary

Voting Rights and Capital

Pembroke VCT plc (the “Company”)

Voting Rights & Capital

In accordance with Disclosure and Transparency Rule 5.6.1, the Company would like to notify the market of the following:

As at 30 April 2016, Pembroke VCT plc’s capital consists of 18,091,202 Ordinary Shares with voting rights and 11,201,633 B Ordinary Shares with voting rights. The Company does not hold any shares in Treasury.

Therefore, the total number of voting rights in Pembroke VCT plc is 29,292,835.

The above figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change of interest in, Pembroke VCT plc under the FCA’s Disclosure and Transparency Rules.

Summary

Pembroke VCT Extension of Offer

Pembroke VCT plc (“the Company”)

Extension of Closing Date in respect of the Offer for Subscription for the 2016/2017 Tax Year

The Company is seeking to raise up to £15 million by way of an offer for subscription for B Ordinary Shares in the Company (“Offer for Subscription”). Full details of the Offer for Subscription are contained in a prospectus issued by the Company on 29 October 2015 (“Prospectus”).

In respect of the Offer for Subscription for the 2016/2017 tax year, in accordance with the terms and conditions of the Offer for Subscription, the directors of the Company have agreed to extend the closing date from 29 April 2016 to 30 September 2016 (or such earlier date as the maximum subscription under the Offer for Subscription is reached).

A copy of the Prospectus is available to the public for viewing online at the National Storage Mechanism at the following web-site address: http://www.morningstar.co.uk/uk/NSM. It can also be viewed on the Company’s website at www.pembrokevct.com.

Summary

Pembroke VCT Issue of Equity

Pembroke VCT plc (the “Company”)

Issue of B Ordinary Shares of 1p each (“B Ordinary Shares”) pursuant to an Offer for Subscription of up to 15 million B Ordinary Shares (the “Offer”)

On 5 April 2016 3,084,856 B Ordinary Shares (the “Shares”) were allotted pursuant to the Offer. In accordance with the terms and conditions of the Offer, the offer prices at which the Shares were allotted were calculated by reference to the unaudited net asset value of a B Ordinary Share in the Company as at 31 December 2015 (as announced on 4 February 2016), being 99.56p per B Ordinary Share. The offer prices at which the shares were issued and allotted ranged from 101.59p to 104.82p per B Ordinary Share.

Following this allotment, the Company’s issued share capital is as follows:

Therefore, the total number of voting rights in the Company is 29,292,835. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change of interest in, the Company under the FCA’s Disclosure and Transparency Rules.

Application for the Shares to be admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange’s main market for listed securities will be made shortly and dealings are expected to commence on or around 8 April 2016. CREST accounts are expected to be credited as soon as practicable following the allotment and definitive documents of title are expected to be dispatched within ten business days of allotment.

For further information please contact:

Pembroke VCT plc

+44 20 7766 6900

Peter Dubens / Andrew Wolfson

FTI Consulting

+44 20 7831 3113

Edward Bridges

Oakley Investment Managers LLP (Manager)

+44 20 7766 6900

Simon Male

The City Partnership (UK) Limited (Company Secretary)

+44 131 243 7215

Doreen Nic

Summary

Voting Rights & Capital

Pembroke VCT plc (the “Company”)

Voting Rights & Capital

In accordance with Disclosure and Transparency Rule 5.6.1, the Company would like to notify the market of the following:
As at 29 February 2016, Pembroke VCT plc’s capital consists of 18,091,202 Ordinary Shares with voting rights and 8,116,777 B Ordinary Shares with voting rights. The Company does not hold any shares in Treasury.
Therefore, the total number of voting rights in Pembroke VCT plc is 26,207,979.
The above figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change of interest in, Pembroke VCT plc under the FCA’s Disclosure and Transparency Rules.

Summary

TR-1 Notification of Major Interest in Shares

For filings with the FCA include the annex
For filings with issuer exclude the annex

TR-1: NOTIFICATION OF MAJORINTEREST IN SHARESi

1. Identity of the issuer or the underlying issuer
of existing shares to which voting rights are
attached: ii Pembroke VCT plc
2 Reason for the notification (please tick the appropriate box or boxes):
An acquisition or disposal of voting rights
An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached
An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments
An event changing the breakdown of voting rights Yes
Other (please specify):
3. Full name of person(s) subject to the
notification obligation: iii Ruffer LLP (for its discretionary clients of the Ruffer Group)
4. Full name of shareholder(s)
(if different from 3.):iv
5. Date of the transaction and date on
which the threshold is crossed or
reached: v 16 February 2016
6. Date on which issuer notified: 16 February 2016
7. Threshold(s) that is/are crossed or
reached: vi, vii 18% to 16%

if possible using
the ISINCODE Situation previous
to the triggering
transaction Resulting situation after the triggering transaction
Number
of
Shares Number
of
Voting
Rights Number
of shares Number of voting
rights % of voting rights x
Direct Direct xi Indirect xii Direct Indirect

GB00B89W2T50 3,755,000 3,755,000 3,755,000 3,755,000 -
16% -

GB00BQVC9S79 670,000 670,000 670,000 670,000 - -

B: Qualifying Financial Instruments
Resulting situation after the triggering transaction
Type of financial
instrument Expiration
date xiii Exercise/
Conversion Period xiv Number of voting
rights that may be
acquired if the
instrument is
exercised/ converted. % of voting
rights

Total (A+B+C)
Number of voting rights Percentage of voting rights
4,425,000 16%

9. Chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held, if applicable: xxi

N/A

Proxy Voting:
10. Name of the proxy holder: N/A
11. Number of voting rights proxy holder will cease
to hold:
12. Date on which proxy holder will cease to hold
voting rights:

13. Additional information: Ruffer LLP controls the voting rights over 4,425,000 shares (now 16% of the voting rights) of Pembroke VCT plc which are held by the discretionary clients of Ruffer LLP and its subsidiaries (the voting of which is all controlled by Ruffer LLP).
This change from 18% to 16% is due to a recent placing of 2,280,657 new B Class Ordinary Shares in addition to the 5,836,120 existing B Ordinary Shares and 18,091,202 existing Ordinary Shares issued by Pembroke VCT plc. The new shares were admitted to the market on 16 February 2016. The total number of voting rights in Pembroke VCT plc is now 26,207,979.
14. Contact name: Louise Stanway
15. Contact telephone number: 020 7963 8146

Therefore, the total number of voting rights in the Company is 26,207,979. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change of interest in, the Company under the FCA’s Disclosure and Transparency Rules.

Summary

Issue of Equity

Pembroke VCT plc (the “Company”)

Issue of B Ordinary Shares of 1p each (“B Ordinary Shares”) pursuant to an Offer for Subscription of up to 15 million B Ordinary Shares (the “Offer”)

On 4 February 2016 2,280,657 B Ordinary Shares (the “Shares”) were allotted pursuant to the Offer. In accordance with the terms and conditions of the Offer, the offer price at which the Shares were allotted was calculated by reference to the unaudited net asset value of a B Ordinary Share in the Company as at 31 December 2015 (as announced on 4 February 2016), being 99.56p per B Ordinary Share. The offer prices at which the shares were issued and allotted ranged from 99.52p to 103.73p per B Ordinary Share.

Following this allotment, the Company’s issued share capital is as follows:

Therefore, the total number of voting rights in the Company is 26,257,979. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change of interest in, the Company under the FCA’s Disclosure and Transparency Rules.

Application for the Shares to be admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange’s main market for listed securities will be made shortly and dealings are expected to commence on or around 16 February 2016. CREST accounts are expected to be credited as soon as practicable following the allotment and definitive documents of title are expected to be dispatched within ten business days of allotment.

Pembroke Quarterly Report period ending 31 Dec 2015

Pembroke VCT plc (the “Company”) presents its quarterly report for the period from 1 October to 31 December 2015.

• £0.3 million invested in the quarter to 31 December
• Total investments of £19.3 million to date
• B Ordinary Share offer of up to £15 million, subscriptions currently underway

This quarterly report contains information that covers the period up to the date of its publication.

Performance

The net asset value of the Company at 31 December 2015 was £26.3 million, down from £26.8 million at 30 September 2015, reflecting adjustments to the value of investments in the current portfolio. The net asset value was £20.5 million in respect of the Ordinary share class and £5.8 million in respect of the B Ordinary share class.

This equates to a net asset value per share of 112.94 pence for the Ordinary share class and 99.56 pence for the B Ordinary share class.

In total, an additional £0.3 million was invested in the quarter all of which constituted follow-on investments into the existing portfolio. All investments were made by the B Ordinary share class.

Investments are held at fair value. During the quarter one portfolio investment was revalued upwards by £0.1 million, offset by two investments where values were reduced by an aggregate £0.5 million.

Investments made in the period

In the quarter ended 31 December 2015, the Company invested a total of £0.3 million comprising follow-on investments in three portfolio companies to support continued growth in line with their business plans.

Investments made post-period end

There have been no investments made between the end of the period and the date of this announcement.

New B Ordinary Share Offer

On 29 October 2015 Company published a prospectus (the “Prospectus”) in relation to an offer for subscription of £15 million of B Ordinary Shares of 1p each in the capital of the Company with an over-allotment facility for up to a further £10 million of B Ordinary Shares (the “Offer”).

About the Company

The Company is a generalist VCT focused on private equity style investments in the leisure and premium brands sectors. The Company seeks to invest in a diversified portfolio of small, principally unquoted companies, selecting those which Oakley Investment Managers LLP believes provide the opportunity for value appreciation.

The Company is not aware of any significant event or transaction which has occurred between 1 October 2015 and 4 February 2016 which has had a material effect on the financial position of the Company and has not been detailed above.

For further details about the Company please either visit the Company’s website,

Summary

Results of General Meeting 3rd December 2015

At the General Meeting of Pembroke VCT plc (the “Company”) held on Thursday 3 December 2015 at 10.00 a.m., the following resolutions were duly passed.

Ordinary Resolutions

1. THAT, in substitution to any existing authorities, in accordance with section 551 of the Companies Act 2006 (the “Act”), the Directors be generally and unconditionally authorised to exercise all the powers of the Company to allot and grant rights to subscribe for or to convert any security into:

a. B Ordinary Shares in the capital of the Company up to an aggregate nominal amount of £240,000 in connection with an offer for subscription described in the circular to shareholders of the Company dated 29 October 2015 (the “Circular”);

b. Ordinary Shares in the capital of the Company for cash up to an aggregate nominal amount representing 10% of the issued Ordinary Share capital from time to time;

c. B Ordinary Shares in the capital of the Company for cash and otherwise than pursuant to sub-paragraph a. above, up to an aggregate nominal amount representing 10% of the issued B Ordinary Share capital from time to time;

and that in connection with the use of the authority, the Directors may pay commission(s) including in the form of fully or partly paid shares in accordance with article 9 of the Articles; and provided that this authority shall, unless renewed, extended, varied or revoked by the Company, expire on 2 March 2017 save that the Company may, before such expiry, make offers or agreements which would or might require Ordinary Shares or B Ordinary Shares to be allotted and the Directors may allot Ordinary Shares or B Ordinary Shares in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

2. THAT, pursuant to article 147 of the Company’s Articles of Association, that the Company adopt a dividend investment scheme on the terms and conditions set out in the Circular and that the Directors be authorised to offer holders of Shares in the Company the right to receive Shares, credited as fully paid, instead of cash in respect of the whole (or some part as may be determined by the Directors from time to time) of any dividend declared in the period commencing of the date of this Resolution 2 and ending on the day before the next annual general meeting following the date of the passing of this resolution pursuant to the Company’s dividend investment scheme.

Special Resolutions

3. THAT, in accordance with section 570(1) of the Act, the Directors be and are hereby given power to allot or make offers or agreements to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authorities conferred by resolutions 1 and 2 above as if section 561 of the Act did not apply to any such allotment, and so that:

a. reference to the allotment in this resolution shall be construed with section 560 of the Act, and

b. the power conferred by this resolution shall enable the Company to make any offer or agreement before the expiry of the said power which would or might require equity securities to be allotted after the expiry of the said power and the Directors may allot equity securities in pursuance of such offer or agreement notwithstanding the expiry of such power.

4. THAT, the Articles of Association of the Company be amended by the deletion of article 177.

5. THAT, subject to the approval of the High Court of Justice, the amount standing to the credit of the share premium account of the Company, at the date the court order is made confirming such cancellation, be and is hereby cancelled.

Proxy votes cast were as follows:

Resolution For Against Vote
Withheld
1 To authorise the allotment and issue of further B Ordinary Shares and Ordinary Shares. 4,943,200 - -
2 To adopt the dividend investment scheme and to authorise the allotment and issue of further B Ordinary Shares and Ordinary Shares pursuant to the dividend investment scheme.
3 To disapply pre-emption rights in relation to the above allotments and issues.
4 To revise the Articles of Association.
5 To cancel the share premium account.

Summary

Pembroke VCT Plc New Share Offer

19th November 2015

Pembroke VCT plc

New share offer

• New B Share offer launched to grant access to Pembroke’s successful strategy of investing in high growth businesses
• Will follow same proven strategy – current portfolio is valued at 25% above cost
• Pembroke’s strategy will be unaffected by the VCT changes announced in the Summer Budget

Pembroke VCT plc (“the Company” or “Pembroke”) is delighted to announce that it will be building on the strength of its previous successful fundraising by launching a new B Ordinary Share issue of up to £15 million, with an over-allotment facility of up to £10 million. The new B Ordinary Share class offer (the “Offer”) will give investors immediate access to an established portfolio of qualifying companies, including high growth opportunities such as Five Guys, Plenish and Second Home. The Offer will be available in both the 2015/16 and 2016/17 tax years and “Early bird” offers will be available, the last of which will expire on 29th January 2016.

The Offer will give investors the chance to benefit from the significant tax advantages a VCT offers over many other investment products, as well as access to a private equity style strategy, focusing on the consumer and retail segment. The additional investment will allow the Company to grow its existing portfolio and take advantage of its healthy pipeline of deals.

Having completed the largest first-time fundraise for a Generalist VCT since 2006, the Pembroke fund has current net assets of £26.8 million. As at 30 September 2015 the portfolio of 23 investments (combined for Ordinary and B Ordinary Shares) is valued at 25% above cost, resulting in a total NAV of 111.69 pence per share.

Pembroke VCT is managed by Oakley Investment Managers LLP, part of the Oakley Capital group of companies. Established in 2002 by the successful entrepreneur Peter Dubens, Oakley has over €1 billion of assets under management. In addition to strong support from a proven UK investment house, Pembroke’s strategy and management team have been tried and tested, and the objective remains unchanged; to generate significant capital appreciation for investors. This strategy will not be affected by the proposed Summer Budget 2015 changes, and will allow Pembroke to continue to offer strong returns alongside substantial tax benefits.

Peter Dubens, Managing Partner and Co-Founder of Oakley, said today: “We have been very impressed with the growth of the portfolio, and look forward to maximising investor returns through further development of our existing successful investments, and by making the most of our strong pipeline of opportunities. Pembroke VCT is one of only a small number of Generalist VCTs that is able to continue following its stated investment strategy following the proposed July 2015 Budget changes.”

About Pembroke VCT:
Pembroke VCT was launched in 2013 to invest in early-stage consumer facing businesses, raising £24 million since its inception. Pembroke is managed by Oakley Investment Managers LLP, part of the Oakley Group; an asset management and financial advisory business led by private equity veteran Peter Dubens. Peter Dubens is the founder and a non-executive director of Pembroke.
http://www.pembrokevct.com

About Venture Capital Trust (“VCT”) Regulatory Changes:

A Venture Capital Trust (“VCT”) is a company, similar in nature to an investment trust, which subscribes for shares in, or lends money to, small unquoted companies. A number of tax benefits are available to individuals who invest shares in a VCT. In the July 2015 Summer Budget new conditions were announced that are expected to become effective from Royal Assent in November 2015 (this is subject to State Aid approval from the EU commission).

This introduced a maximum age limit for companies receiving VCT investments (generally seven years from first commercial sale) and a maximum amount of Risk Finance State Aid which a company can receive over its lifetime (£12 million, or £20 million for Knowledge Intensive Companies). There will be further restrictions on the use of VCT funds received by investee companies. However, it is not anticipated that these changes will affect opportunities for investment, or follow-on investments in companies already in the Company’s portfolio. It is also expected that Pembroke VCT’s investment strategy will not be materially affected, as it predominantly focuses on providing development capital to high growth opportunities rather than “management buy-out” transactions and later stage businesses.

Summary

Publish Date

19/11/15

Company Name

Pembroke VCT

PlayerLayer

UK sports brand – PlayerLayer – raises £7 million for expansion
- Aims to become the ‘Great British Sport Brand’ -
London, 25 January 2018 – Leading UK custom sportswear maker, PlayerLayer, has raised £7 million as it l...

PlayerLayer

London, 25 January 2018 – Leading UK custom sportswear maker, PlayerLayer, has raised £7 million as it looks to broaden its reach in the UK and European sports apparel market.
Investors include consumer focused venture capital trust, Pembroke VCT and Private Wealth Fund, CH-1.
Based in Nottingham, PlayerLayer designs and manufactures customised sports kit for universities, sports clubs and schools, and currently employs 50 people. Since it was founded in 2008 by three childhood friends, Roderick Bradley, James Clayfield and Anthony Dyer, it has become the leader in the premium education market with annual sales of £5 million in 2016/17.
As a result of its success, due in large part to its focus on quality of design and materials and bespoke technology systems, PlayerLayer has been expanding its business into mainland Europe. In just two years over 10 per cent of turnover is now driven from this market.
Current customers include universities, schools, local and professional clubs, such as the British Speed Skating team, England Lacrosse, London Blitz American football team and some of Holland’s top hockey clubs.
Globally, the sports clothing market currently stands at around $290 billion a year. Around nine per cent of that is in customised kit, known as teamwear. Given the bespoke nature of customised kits and relatively small production lines, the teamwear market is a niche where a quality operator can flourish.
“It is a fragmented market in which PlayerLayer has built up a leading position by producing high quality products which equal the design and performance standards of the global giants. We also offer personalised customisation on almost all of our products. One of the best examples are our custom leggings, which are now our best-selling products on many of the university campuses across the country,” says PlayerLayer Chairman and CEO Joe Middleton. “Word of the PlayerLayer brand has also spread overseas and we have begun to sell in Australia and China, where the appeal of a premium British sports brand is strong.”
As a result of its success in the teamwear market, the company has recently partnered with one of the US global mega-brands to become the exclusive licence partner to distribute their teamwear across Europe. Such a development opens up significant opportunity to grow the business internationally.
“Given our rapid growth in the last two years, ensuring we meet our customers expectations has not been without challenge. We can now fully develop our supply chain and strengthen our operational capabilities, thereby maintaining the high standards which is expected of us.

“By continuing to develop our e-commerce model and improving our customisation capabilities we are confident that we can become the Great British sports brand,” Joe adds.
Commenting on why they invested in the business, Andrew Wolfson, managing director of Pembroke VCT said that “when it comes to investing in any business, the founders and the proposition are paramount. Joe and the management team at PlayerLayer have built a business that is now primed for growth in several different sectors and territories. The team have developed processes, technology and merchandise that has already proved traction with their customers. With the PlayerLayer model underway we are excited to be involved at this stage of their growth.”
NOTES to Editors:
About PlayerLayer – www.playerlayer.com
Player was founded in 2008 and has grown rapidly in the custom sportswear market to become the leading player in the education market in the UK, with sales of £5mn in 2016/17. The company is based in Nottingham and employs over 50 people.
Images attached and further available on request. Please also see PlayerLayer Instagram
About Pembroke VCT – www.pembrokevct.com
Pembroke VCT plc is a venture capital trust that invests in early stage consumer-focused businesses it believes have exciting growth prospects and strong brand value. Specifically, Pembroke focuses on the health and fitness, apparel and accessories, hospitality and media sectors.
Pembroke VCT was launched in 2013 and invests in companies where it can provide not simply capital, but additional value through the resources and experience of the team which are instrumental in aiding growth of the business.
Companies in the Pembroke portfolio include fresh juice and nut milk producer Plenish, specialist retail, deli and café group Sourced Market, bike light inventor Blaze, tight maker Heist Studios and fashion brand, Alexa Chung.
Further information:
Richard Acworth, Cornerstone Comms – 07917 080 365 or richard@cornerstonecomms.co.uk

ME+EM is a contemporary British label that offers understated, accessible and beautifully crafted clothes that fulfil the fashion needs of a modern woman’s lifestyle. ME+EM products are sold direct to the consumer predominately through their e-commerce site, via brochures, and through their flagship retail store in Connaught Street, London.

The new capital underlines investor confidence in the business, and will allow them to build on their success to date by both acquiring new customers and broadening the product offering to their current loyal following. The funds will be used to increase customer engagement and acquisition by moving towards an omni-channel marketing approach including investment in digital, social and PR. Funds will also be used to expand the product range through increased colour, detailing and fabric, and for the targeted introduction of wholesale activity to drive brand awareness and support buying scale.

Andrew Wolfson, CEO of Pembroke Venture Capital Trust commented “We are delighted to be partnering with Clare and the team at ME+EM in what is Pembroke’s fifth investment in the apparel sector. We were impressed by the way the product resonates with their target demographic and the team’s intelligent approach to marketing and data management. We look forward to supporting the business in their growth and development.”

Clare Hornby Founder and Creative Director of ME+EM commented “ME+EM has doubled in size over the last 18 months. I am excited about the future and working with Venrex and Pembroke who both provide the expertise and financial support to take the brand to the next level”

ABOUT ME+EM
Intelligent fashion is at the heart of ME+EM, a contemporary British clothing label founded by Clare Hornby in 2009. London-based with a global outlook, the brand offers chic, beautifully crafted but accessible clothing that simplifies and enhances the art of getting dressed. Driven by a meticulous focus on fabrication, silhouette and finish, each collection offers a practical, understated interpretation of seasonal fashion trends, alongside a considered offering of elevated style essentials.
www.meandem.com

ABOUTPEMBROKEVCT
Pembroke VCT was launched in 2013 to invest in early-stage consumer facing businesses.. Pembroke is managed by Oakley Investment Managers LLP, part of the Oakley Group; an asset management and financial advisory business led by private equity veteran Peter Dubens. Peter Dubens is the founder and a non-executive director of Pembroke.
www.pembrokevct.com

Summary

Publish Date

17/08/15

Company Name

Pembroke VCT

Blaze

Innovative bike light manufacturers Blaze raise £1M to expand product line and raise global profile- 03/10/2014
● Blaze’s flagship product is the Laserlight, a bike light with a laser projection designed to tackle the biggest cause of cy...

Blaze

● Blaze’s flagship product is the Laserlight, a bike light with a laser projection designed to tackle the biggest cause of cycling fatalities – vehicles turning across an unseen bike
● Closes further investment round led by Pembroke Venture Capital Trust, with additional support from Raven Ventures (Australia), the Branson family and others
● Investment underlines 400% growth in the past year and other successes, including signing MoMA Design Store in the US and Evans Cycles in the UK

An investment consortium led by Pembroke VCT plc (“Pembroke”), with support from investors including Raven Ventures (Australia), the Branson family, Chairman of Dr Martens, David Suddens and the Founder of Lepe Partners and Co-Founder of Founders Forum, Jonathan Goodwin, have announced further investment in cycling startup Blaze. Blaze are makers of the world’s first front bike light with a laser projection: the Laserlight. It combines a white LED light and a green laser to project the symbol of a bike onto the road six metres ahead, increasing the cyclist’s footprint and alerting motorists to their presence.
The new capital underlines investor confidence in this cyclist-safety brand thanks to solid performance from Blaze. Blaze have seen a 400% year-on-year revenue growth and sold lights in nearly 50 different countries, solely through online sales. A partnership with UK’s largest cycling retailer, Evans Cycles, has also helped to raise Blaze’s profile, with the lights becoming available in their 57 high street stores across the UK.
The investment will be used to support the continued expansion of the company, particularly in the US, and with new product development. Blaze Laserlights have already been sold in the Museum of Modern Art Design Store in New York to enthusiastic reception from local cyclists. Blaze will also be looking to expand into new markets including Australia, aided by support from Sydney-based investor Raven Ventures, and Japan – another urban cycling hub.
Andrew Wolfson, CEO of Pembroke Venture Capital Trust, commented: “Blaze is a fantastic product, a must-have for safety-conscious cyclists the world over. Pembroke VCT is delighted with Blaze’s impressive growth in sales last year and looks forward to another successful year as Blaze continues to expand and develop on a global level.”
Kristian Blaszczynski, Partner of Raven Ventures, commented: “an elegantly designed product. The Blaze laser light has the potential to have a profound impact on the safety of cyclists globally, much like the introduction of the bicycle helmet. We look forward to the roll out of further products and supporting Blaze as it becomes a global urban cycling brand.”
Emily Brooke, CEO of Blaze and inventor of the Laserlight, said today that she was thrilled to announce the new investment, and added that “not only will this investment facilitate expansion worldwide, it will be crucial in allowing us to launch three new prototyped products currently in the pipeline.”

ABOUTBLAZE
Based in London, Blaze is a cycling brand on a mission to upgrade urban cycling and encourage more people to get on their bikes. To start, they reimagined the bicycle light so that even when caught in the blind spot, cyclists can make their presence known. Blaze was one of the first Kickstarter projects in the UK. Launched in late 2012, they have been shipping Laserlights to customers around the world since 2013. https://www.blaze.cc

ABOUTPEMBROKEVCT
Pembroke VCT was launched in 2013 to invest in early-stage consumer facing businesses, raising £18.2m in its first public offer. Pembroke is managed by Oakley Investment Managers LLP, part of the Oakley Group; an asset management and financial advisory business led by private equity veteran Peter Dubens. Peter Dubens is the founder and a non-executive director of Pembroke.
http://www.pembrokevct.com

Summary

Publish Date

20/04/15

Company Name

Blaze

Company Sector

Portfolio Updates

Location

London

Pembroke VCT plc invests in Stillking Film

Pembroke VCT plc (“Pembroke”) today announces it has invested in leading global commercial and film production company, Stillking Film (“Stillking”).
Stillking is a prolific producer of commercials, TV series, fea...

Pembroke VCT plc invests in Stillking Film

Pembroke VCT plc (“Pembroke”) today announces it has invested in leading global commercial and film production company, Stillking Film (“Stillking”).
Stillking is a prolific producer of commercials, TV series, feature films and music videos. The company has created commercials for almost all Dow Jones and FTSE advertisers. They have co-produced a number of successful feature films including Casino Royale, Narnia, Mission Impossible 4 and The Bourne Identity and created music videos for artists including Beyoncé, Kanye West, Blur, Madonna and One Direction.
.About Pembroke VCT:
Pembroke was launched on 5 April 2013 to invest in early-stage consumer facing businesses. Pembroke is managed by Oakley Investment Managers LLP, part of the Oakley Group; an asset management and financial advisory business led by private equity veteran Peter Dubens. Peter Dubens is the founder and a non-executive director of Pembroke.
http://www.pembrokevct.com

Summary

Publish Date

31/10/14

Sourced Market set to expand following investment from Pembroke Venture Capital Trust

Sourced Market set to expand following investment from Pembroke Venture Capital Trust

Sourced Market, today announced that it has investment from Pembroke Venture Capital Trust (“Pembroke”). Through its vibrant street markets and flagship St Pancreas store, Sourced Market provides seasonal, responsibly sourced and high quality food to over 500,000 customers annually.
Pembroke’s investment will be used to fund Sourced Market’s site roll-out plan across London. The company is already in advanced discussions with a number of key developments and intends to open 10 additional sites over the next five years.
Sourced Market began as a touring market and has provided high quality food at Britain’s best music, sporting and cultural events. On establishment in 2007 Sourced Market focused on designing, building and managing bespoke street food markets.
Ben O’Brien, founder of Sourced Markets, said: “the kernel of the idea for Sourced Market came from my twin passions: food and music. As a devout foodie, I loved living in Borough Market, but my experience at music festivals was one of utterly crap food. The conclusion was easy: it doesn’t need to be like this – and so the idea for Sourced Market came into being. I got the best Borough stallholders together and invited them to provide stalls at targeted events. Since then we have been to Lovebox Weekender, the Big Chill, the Olympic Sailing and British Summertime Hyde Park concerts, to name a few. Their stalls sold out almost immediately and they had to rush to re-stock overnight for the next day.”
Following this success, the next logical step was taken. As Ben sees it: “The food at Borough Market is exceptional, wholesome food, that is local and sustainable – but it is restricted to Borough Market. So the obvious extension of the concept was to take the best Borough Market, package it into a convenience-based retail platform.”
A permanent store was opened in the newly opened St Pancras International in 2009. Operating as a “hybrid market”, Sourced Market now delivers the quality, variety, atmosphere and shopping experience found at farmers’ markets with the operational efficiency and convenience of a major high street convenience store. The emphasis is on fresh seasonal food, grown locally where possible, with a strong British theme. Sourced Market serves over 500,000 customers annually from its one store.
Ben added: “London property developers are regenerating areas of central London with a focus on very high quality, premium office rental space. These developments need retailers and amenities to service the occupants of these offices that reflect their lifestyles and personal preferences. Our conversations with landlords suggest that our concept of convenience combined with very high quality fits extremely well with the ambience and services they are trying to create within their developments which is why we are getting a great deal of interest from them.”
Commenting on Pembroke’s investment, Ben added: “As we enter the next stage of our development we are delighted to be working with Pembroke. We look forward to opening new sites and bringing the high quality, locally sourced produce we are known for to a larger audience across London.”
Andrew Wolfson, CEO of Pembroke, added: “We are delighted to be partnering with Ben and the team at Sourced Market. The business has consistently hit its financial targets and despite currently operating only one retail outlet, Sourced Market already generating healthy profits. With its consumer focus and scalable business model Sourced Market is an excellent and complementary addition for our portfolio.”

About Pembroke Venture Capital Trust:
Pembroke was launched on 5 April 2013 to invest in early-stage consumer facing businesses. Pembroke is managed by Oakley Investment Managers LLP, part of the Oakley Group; an asset management and financial advisory business led by private equity veteran Peter Dubens. Peter Dubens is the founder and a non-executive director of Pembroke.
http://www.pembrokevct.com

Summary

More News

Pembroke VCT plc invests in Boat International Media, the world’s leading superyacht media group

London (13th January 2014) – An investment consortium led by Pembroke VCT plc (Pembroke), with support from Lepe Capital, today announces the acquisition of specialist publishing and events group, Boat International Media from August Equity LLP and Goldman Sachs International Bank for an undisclosed consideration. Pembroke is a venture capital trust, which specialises in investing in high growth consumer-facing businesses, Lepe Capital, is a growth capital investor that specialises in digital media. The consortium also includes several other private investors including Charles Dunstone and Tara Getty.
Recognised as the world’s leading media group serving the superyacht industry, Boat International Media provides information and services across traditional print, digital media and high quality events. Boat International publishes more than 1.4 million magazines annually, sells in over 57 countries worldwide and organises eight annual events in Amsterdam, Kitzbuhel, Monaco, Fort Lauderdale, Porto Cervo and Virgin Gorda, including awards ceremonies, regattas and industry symposiums. It also owns the world’s most comprehensive database of superyachts, as well as a social and business networking tool for superyacht captains and crew.
Andrew Wolfson, CEO of Pembroke, commented: “Boat International Media is the leading player in the superyacht industry with an unrivalled reputation amongst yacht owners, brokers and service companies alike. The company has achieved impressive growth in sales despite the economic downturn and profitability and momentum continues. We look forward to working with the experienced management team and supporting their strategic plan to further develop Boat International’s print media platforms as well as accelerate the transition to digital.”
Tony Harris, CEO of Boat International Media, commented: “We are delighted to be partnering with this group of investors. The team’s entrepreneurial operational focus and market knowledge will enable us to further cement Boat International’s position as the world’s leading media group serving the superyacht community.”
Grant Thornton LLP (Tax and Financial due diligence), Ashurst LLP and McDermott Will & Emery LLP (Legal) acted as advisers to investor consortium on the transaction.

About Pembroke VCT:
Pembroke was launched on 5 April 2013 to invest in early-stage consumer facing businesses. Pembroke is managed by Oakley Investment Managers LLP, part of the Oakley Group; an asset management and financial advisory business led by private equity veteran Peter Dubens. Peter Dubens is the founder and a non-executive director of Pembroke.
http://www.pembrokevct.com

About Lepe Capital:
Lepe Capital is the investment arm of Lepe Partners LLP, which is an independent merchant bank focused on media and consumer sectors.
http://www.lepepartners.com/
About Boat International:
Boat International Media, founded in 1983, is the world’s leading media provider for the global superyacht community, offering magazines, books, events and digital services to superyacht owners, builders, captains and crew and brokers.
http://www.boatinternational.com/

Summary

London-Based Troubadour Goods Closes Funding with Pembroke VCT

London (1 November 2013) – Troubadour Goods, the London-based men’s accessories brand, today announced that it has closed a financing round with Pembroke Venture Capital Trust. Troubadour plans to use the capital to fund product range growth and distribution expansion.

Troubadour debuted its inaugural collection of handmade leather accessories for men this spring and has made a splash in the Wall Street Journal, the Financial Times, and Selectism among others. Brand distribution has grown from three retailers to eight since launch and includes Harrods, Harvey Nichols, and Oki-Ni.com.

“We’re extremely enthusiastic about teaming up with Pembroke to continue to expand our business in the UK and beyond,” said Samuel Bail, Co-Founder of Troubadour Goods. “Their team has a great track record of launching and growing businesses and has a deep understanding of the customers who we have really connected with to date.”
“Leather goods is the fastest growing sector within the personal luxury goods market” commented Andrew Wolfson, CEO of Pembroke VCT.

“Troubadour is capitalising on this growth by creating functional, distinctive, timeless pieces and we look forward to working with the founders to grow this exciting brand.”

Pembroke has invested in Troubadour in the form of common equity and will hold a minority stake in the business. Upon investment, Andrew Wolfson is joining the Troubadour Board of Directors alongside Ard Heynike (ex Deutsche Bank and Bain & Company), and the co-founders Samuel Bail and Abel Samet (both ex Lazard).

About Troubadour:
Troubadour Goods is a London-based luxury men’s accessories brand specializing in designing and creating superior hand crafted leather goods. Troubadour’s understated pieces feature functional design and a modern aesthetic. The company was born from the desire to create an overnight bag that looked at home in both the office and more casual settings. The Troubadour collection is handmade in Italy and the company ships globally.
www.troubadourgoods.com

About Pembroke VCT:
Pembroke is a Venture Capital Trust that was launched on 5 April 2013 to invest in early-stage consumer facing businesses. Troubadour Goods is Pembroke’s sixth investment. Pembroke is managed by the Oakley Capital Group, an asset management and financial advisory business led by private equity veteran Peter Dubens. Peter Dubens is the founder and a non-executive director of Pembroke.
http://www.pembrokevct.com

Summary

Pembroke VCT and other investors execute MBI of La Bottega

Pembroke VCT plc (“Pembroke”) and other investors have completed a management buy-in of La Bottega, a small chain of Italian eateries in central London for an undisclosed amount.

La Bottega was founded in 2005 by Bepi Augustin and his wife Roberta. La Bottega’s offering of fresh, high-quality, authentic Italian food, coffee and selected high quality Italian produce soon proved very popular in its Chelsea store community, resulting in the successful opening of five further sites: two in South Kensington, and one each in Belgravia, St James and Fitzrovia.

Piergiorgio Lo Greco, an investment professional and Italian food and coffee connoisseur saw the potential for a roll-out of the Bottega brand on a much larger scale. At the beginning of this year Piergiorgio put together a team which included Matt Hermer, CEO of Ignite Group, who has extensive experience in the London bar and restaurant sector through ownership of Boujis, Eclipse and the Bumpkin restaurants, and Dinah Meister, previously an operations director at Wagamama, Obika and other high profile restaurant groups. Piergiorgio will become the new CEO of the group, with Matt Hermer as non-Executive Chairman and Dinah as Director of Operations.

Commenting on the transaction Piergiorgio said: ”Matt and I are very excited about the opportunity to develop further this unique concept created by Bepi and Roberta. We are living in a period of change in the way people relate to food: whilst sophistication of demand is increasing, preference is given to time efficient, high quality and competitively priced supply. Italian food is the essence of taste and simplicity”.

Pembroke, a new VCT founded by serial entrepreneur Peter Dubens to invest in early-stage consumer facing businesses, have backed Piergiorgio and Matt as the principal investor, with management representing the second largest shareholder. In addition to Pembroke’s and management’s representatives, the Board will also include Mauro Moretti of Hutton Collins Partners LLP.
Andrew Wolfson, Chief Executive of Pembroke said “La Bottega represents a unique roll-out opportunity in the café and restaurant market. The business has fantastic brand awareness in Chelsea and is renowned for serving excellent food and coffee. We are delighted to be backing the management team and to be part of the continued roll-out of La Bottega”

In addition to funding the purchase consideration, the investment funds include development capital compliant to HMRC’s Enterprise Investment Scheme, and will be used to open further sites.

About Pembroke Venture Capital Trust:
Pembroke was launched on 5 April 2013 to invest in early-stage consumer facing businesses. Pembroke is managed by Oakley Investment Managers LLP, part of the Oakley Group; an asset management and financial advisory business led by private equity veteran Peter Dubens. Peter Dubens is the founder and a non-executive director of Pembroke.
http://www.pembrokevct.com

Summary

Kat Maconie receives new investment from Pembroke VCT

Kat Maconie, designer and manufacturer of ladies shoes sold online, in department stores and boutiques globally, has secured a first round of capital-raising that will allow the company to accelerate international growth.

Kat Maconie has received investment from Pembroke VCT plc (“Pembroke”) a new VCT founded by serial entrepreneur Peter Dubens to invest in early-stage consumer facing businesses. The investment will be used to expand mainline collections, focus on sales and marketing and develop a sophisticated e-commerce platform for the business.

Andrew Wolfson, Chief executive of Pembroke said “The Pembroke team were all impressed by Kat’s passion, commercial judgement and determination which have already made her a credible brand in the mid-market shoe business. Kat’s brand has already gained a fantastic amount of press coverage and standing and we feel that there is a great opportunity for growth. Kat is exactly the sort of founder we had in mind when setting up Pembroke and we are thrilled to be a part of the company’s future.”
Kat Maconie, founder and CEO of Kat Maconie said: “I am extremely excited to receive the investment from such an established and influential team. The investment is going to enable me to take the business to the next level and I have already secured some fantastic introductions via their large network of high profile contacts. The aim is to truly cement the brand as house hold name which I have no doubt can be achieved”

Whilst working in fashion recruitment, Kat Maconie identified a gap in the market for “fashionable, designer-looking, comfortable high heel shoes” at a medium price point. Alongside her full time job, the young entrepreneur enrolled at evening shoe design classes at the London College of Fashion and began seeking out sustainable and cost-viable manufacturers overseas. Finally able to quit her fashion job and focus her energies fully on her business, Kat launched her eponymous designer footwear label in July 2009. The brand is now stocked in over sixteen countries.

Kat Maconie and her team design the shoes in house and they are produced in Brazil. Her collections fuse fashion and function together into creatively designed shoes. Drawing inspiration from trims found in British antique shops and vintage markets; detail is paramount to each design and every pair is finished with a signature luxury padded insole.
Kat has generated an incredible amount of press coverage on her own with minimal help from an external PR agency, highlighting the individuality and “wow” factor of her shoe designs. This interest-generating press has secured her a number of wholesale accounts with various leading UK retailers including Selfridges (through Poste Mistress concession), Harvey Nichols (through Poste Mistress concession), Zalando, Nasty Gal and Anthropologie UK and USA. This again highlighted the uniqueness of her brand and her ability as an entrepreneur to attract such wide attention and acclaim with minimum funds and 3rd party support.

Kat Maconie has won a number of design awards including Drapers Designer of the year 2013. She has been short listed for UK Fashion and Textile Association exporter of the year and Drapers Shoe Brand of the year amongst others. Kat was recently invited to join David Cameron on a trade delegation to Brazil to promote trade between the UK and Brazil due to her successful licencing partnership there; accompanying him to a number of high profile events across the country. Kat will be attending a UKTI sponsored trip to Shanghai in October 2013 at Micam Shanghai show; a Government sponsored trip to China alongside nine other UK companies.

About Pembroke VCT plc:
Pembroke was launched on 5 April 2013 to invest in early-stage consumer facing businesses. Pembroke is managed by Oakley Investment Managers LLP, part of the Oakley Group; an asset management and financial advisory business led by private equity veteran Peter Dubens. Peter Dubens is the founder and a non-executive director of Pembroke.
http://www.pembrokevct.com

Summary

BOOM Cycle receives new investment from high profile backers

29th April 2013 – London’s leading indoor cycling studio Boom Spin Limited (“BOOM Cycle”) has completed a second round of capital-raising that will allow the pioneering fitness company to bring its unique cycling experience to even more Londoners.

BOOM Cycle has received new investment from a syndicate of high-profile private equity, venture capital and private investors, including Pembroke VCT plc (“Pembroke”) a new VCT fund founded by serial entrepreneur Peter Dubens, hedge fund manager Pierre Andurand and Nectar Capital, as well early round angel investors. Nectar Capital acted as corporate finance advisor to BOOM Cycle during the capital-raise, which closed in April.

The new investment will fund BOOM Cycle’s proposed rapid expansion from its flagship Shoreditch studio, to approximately nine more sites across London, including Chelsea, the West End, and Notting Hill, over the next two and a half years.

Pierre Andurand, founder and managing partner of hedge fund Andurand Capital Management and the lead investor on the fundraising, said: “I’m very excited to have invested in Boom Cycle, which I believe has a lot of potential. I was seduced by the concept and the energy and vision of the founders. I am confident they will build it into a very successful business. I am also a big fan of the classes there and am looking forward to working out there more often.”

Andrew Wolfson, chief executive of Pembroke, said: “We are excited to have invested in BOOM Cycle, a dynamic UK company, and look forward to working with the founders to build the leading indoor cycling studio.”

Scott Rudmann, managing partner and founder of Nectar Capital, said: “With this financing round, BOOM Cycle is positioned to execute its ambitious roll-out across London. The quality and potential of the business is evident by the stellar investor group. We are delighted that we were able to help the company and arrange its financing round, and we are delighted to be investors in the business.”

Hilary Gilbert, co-founder of BOOM Cycle, said: “Our Shoreditch studio has proved extremely popular and confirms to us that there is a massive demand for dedicated indoor cycling studios. We are thrilled to have attracted backing from such experienced investors, and are working hard to kit out the new studios and recruit the best indoor cycling instructors to ensure the original BOOM Cycle promise is kept at every location.”

BOOM Cycle was founded by Gilbert after the American-born model spotted a gap in the market for flexible, fast and fun indoor cycling. The company’s mission is to revolutionize indoor cycling by coupling a convenient, pay-as-you-go system, with high-energy, fat-burning spinning sessions in a purpose-built atmospheric studio. Gilbert teamed up with business partner and entrepreneur Robert Rowland and launched the company’s first studio in 2011.

Gilbert added: “When I moved to London, I could not find an Indoor cycling session that fitted around my schedule and which offered the intense, effective workout I was looking for. Indoor cycling isn’t new – but the way BOOM Cycle delivers the different, themed classes with first-class instructors in high-spec space is aimed to blow people’s minds and bodies.”

Boom Spin Limited (“BOOM Cycle”)
Indoor cycling is one of the most powerful ways to exercise, delivering intense weight-loss and strength building in a short period of time. BOOM Cycle offers a wide range of indoor cycling classes to suit all levels of fitness, from themed disco-style and hip hop sessions, to BodyBOOM which incorporates hand weights for upper-body toning. Mood lighting, high-spec studios and state-of-the-art sound systems deliver the ultimate indoor cycling experience. Classes run all day, and can be paid for per-class or on a monthly basis

http://www.boomcycle.co.uk/

Pembroke VCT plc (“Pembroke”)
Pembroke was launched on 5 April 2013 to invest in early-stage consumer facing businesses. Pembroke is managed by Oakley Investment Managers LLP, part of the Oakley Group; an asset management and financial advisory business led by private equity veteran Peter Dubens. Peter Dubens is the founder and a non-executive director of Pembroke.
http://www.pembrokevct.com

Pierre Andurand
Pierre Andurand is the founder and managing partner of hedge fund Andurand Capital Management. He was formerly chief investment officer and co-founder of BlueGold, a global commodities hedge fund which at its peak managed over $2 billion. Andurand was named on this year’s list of 40 Under 40 Hedge Fund Rising Stars run by Dow Jones’ Financial News. He is also co-founder and chairman of the Glory World Series kickboxing league. Andurand is a private investor in BOOM Cycle.
http://andurandcapital.com/team.html

Nectar Capital
Founded by Scott Rudmann in 2002, Nectar Capital invests in growth companies in the media, leisure and creative sectors. The firm has a successful track record in asset management and private equity, as well as investment advisory services for family offices in the private equity sphere. By partnering with passionate and innovative entrepreneurs, Nectar helps to promote growth in development stage companies, while delivering industry-leading returns to its investors. Nectar acted as corporate advisor to BOOM Cycle during the fund-raising, and was also an early round investor in addition to investing in the second round. http://nectarcapital.com/

Summary

Publish Date

29/04/13

Prospectus

Financials

Investors

What is VCT?

Venture Capital Trusts (“VCTs”) are tax-efficient investment companies listed on the London Stock Exchange and were introduced by the Government in 1995 to incentivise investment into smaller UK companies. A VCT is a particular type of investment company. Investment in VCTs is high risk and for the long-term. Subject to certain criteria, the VCT and the individuals who invest in them can benefit from various tax benefits.

The value of the reliefs depends on the personal circumstances of holders of shares in VCTs. If a VCT loses its status as a VCT, an investor could lose the tax reliefs available on VCT shares resulting in adverse tax consequences for the investor.

Pembroke VCT plc is listed on the premium segment of the London Stock Exchange.

Investment Risks

An investment in the Company should be regarded as long-term in nature as a sale by Investors of their Shares within 5 years will require a repayment of the income tax relief obtained and is, therefore, not suitable for all individuals.

Although shares in VCTs are listed on the Official List and admitted to trading on the London Stock Exchange, shares in VCTs are inherently illiquid and there may be a limited market in the shares primarily because the initial tax relief is only available to those subscribing for newly issued shares and shareholders may, therefore, have difficulty in selling them.

Levels and bases of, and relief from taxation are subject to change. Such change could be retrospective. The value of tax reliefs depends on the personal circumstances of holders of shares, who should consult their own tax advisers before making any investment. There can be no guarantee that a VCT fund will fulfil the criteria to obtain, or to enable it to maintain, full VCT status. If the VCT fund loses its approval as a VCT before investors have held their shares for five years, the income tax relief obtained will have to be repaid by such investors. Following a loss of VCT status, an investor will be taxed on dividends paid by the Company, and in addition, a liability to capital gains tax may arise on any subsequent disposal of shares.

VCT shares will usually trade at a discount to their underlying net asset value. The value of an investment in a VCT fund depends on the performance of its underlying assets and that value and the income derived from the investment may go down as well as up and an investor may not get back the amount invested. Share buy-back schemes are offered by some VCTs, enabling you to sell your shares back to the fund, usually at a discount to the Net Asset Value.

Investment in unquoted companies, by its nature, involves a higher degree of risk than investment in the main market. In particular, small companies often have limited product lines, markets or financial resources and may be dependent for their management on a smaller number of key individuals. In addition, the market for stock in smaller companies is often less liquid than that for stock in larger companies, bringing with it potential difficulties in acquiring, valuing and disposing of such stock. Proper information for determining their value or the risks to which they are exposed may also not be available.

Realisation of unquoted company investments may be difficult and take considerable time. Constraints may be imposed on the realisation of investments in order to maintain the qualifying status of a VCT which may restrict its ability to obtain maximum value from its investments.

Criteria

The Company is expected to invest principally in unquoted companies, although it may also invest in companies whose shares are traded on AIM or ISDX.

The Company will invest in a diverse range of companies which the Manager considers are capable of organic growth and, in the long term, sustainable cash flow generation. It is likely that investment will be biased towards consumer-facing businesses with an established brand or where brand development opportunities exist, following the successful smaller company investment strategy of Peter Dubens and his team.

The companies may be at any stage in their development from start-up to established businesses. It is anticipated that the Company will generally take positions in its investee companies which, whilst minority interests (as required under VCT Rules), provide the Company with significant influence over key elements of each investee company’s strategy and operations.

As is permitted under VCT Rules, the Company may at any time hold up to 30% of its funds in Non-Qualifying (for VCT purposes) investments. Within this category, investments may be held in Oakley Funds, recognising that no single investment will represent more than 15% of net assets.

Until suitable Qualifying Investments are identified, up to 30% of the net proceeds of the Offer will be invested in Oakley Funds and the balance in a portfolio of investments which may include money market securities, gilts and cash deposits.

Tax Benefits

VCTs offer significant tax advantages over most investment products. For new VCT shares, in summary, the tax reliefs available on investment are:

Income tax relief of up to 30% on the amount invested in new VCT shares

Tax free dividends

Tax free capital gains

On amounts invested up to £200,000 per person, per tax year, for individuals aged 18 or over who are UK tax payers. There is a minimum holding period of five years for new shares.

For existing VCT shares, the tax reliefs available on investment are:

Tax free dividends

Tax free capital gains

On amounts invested up to £200,000 per person, per tax year, for individuals aged 18 or over who are UK tax payers.

There is no minimum holding period for these tax reliefs for investors in existing VCT shares.

Income tax relief is only available for set-off against any income tax liability due, whether at the lower, basic or higher rate.

Income tax relief will not be available, or, where given, will be withdrawn where there is any disposal (except on death) of the shares before the end of the period of five years beginning with the date on which the shares were issued to the Investor.

The above is only a very brief summary of the UK tax position of Investors in VCTs and is based on the Company’s understanding of current law and practice.

Potential Investors are recommended to consult their own appropriate professional adviser as to the taxation consequences of their investing in a VCT.

Charges

Costs of the Offer

The issue costs of the Offer will be 2.5% of the gross proceeds raised.

Annual fees and expenses

The Manager is entitled to an annual management fee of the amount by which the Annual Running Costs are less than 2.0%.

Annual Running Costs include the regular ordinary course of business running costs of the Company but do not include costs related to extraordinary events or significant discretionary corporate events and any Performance Fee payable (as described below) and, in any rolling period of 12 months, do not include the lesser of “X” and the aggregate value of the auditors’ fees, administration, accounting and company secretarial fees, share registrars’ fees, London Stock Exchange fees, printing and mailing costs in respect of the audited accounts, interim accounts and circulars to shareholders, fees in respect of regulatory announcements made through a Regulatory Information Service, corporate broking fees, insurance premiums and remuneration of the Board. For such time as the Net Asset Value of the Company is £100,000,000 or less, “X” is £350,000 and, for such time as the Net Asset Value of the Company exceeds £100,000,000, “X” is £500,000.

Performance Incentive Fees

As is customary in the venture capital industry, the Manager will receive a performance related Performance Fee when the Company has performed well and in order to ensure that the interests of the Manager and Shareholders are aligned and to provide a strong incentive to the Manager. The Performance Fee is calculated as 20% (exclusive of VAT) of any amounts distributed to Shareholders in excess of £1 per Share.

The Performance Fee in relation to the return on the Ordinary Shares is subject to satisfaction of a hurdle which is that Ordinary Shareholders have received in aggregate a return equivalent to at least 8% per annum per Share (calculated on a daily basis and not compounded) on the amount subscribed per Share (100p) as from 20 January 2014 in respect of Ordinary Shares issued pursuant to the Launch Offer and from 31 March 2014 in respect of Ordinary Shares issued under the Top Up Offer.

Subject to shareholder approval of the performance incentive arrangements for the B Ordinary Shares, the Performance Fee in relation to the return on the B Ordinary Shares is subject to satisfaction of a hurdle which is that B Ordinary Shareholders have received in aggregate a return equivalent to at least 3% per annum per Share (calculated on a daily basis and not compounded) on the amount subscribed per Share (100p) as from:(i) the date of the last allotment under the Offer of B Ordinary Shares on the basis of the October 2014 prospectus in respect of Shares issued under that prospectus or (ii) the date of the issue of the relevant B Ordinary Shares under any subsequent offer of B Ordinary Shares, and in either case up to the date of proposed payment of the relevant Performance Incentive Fee.